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Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-30 · 982 added, 1697 removed, 22 unchanged (99% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports

filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in

the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal

financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures

as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded

that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure

controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource

constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected

all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly

on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

This Report does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our

independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial

There were no changes in our

internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during

the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that, solely due to (i) the Company’s restatement of its financial statements to reclassify the Company’s warrants as described below and in Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 24, 2021 and (ii) the other material weakness described below that we are in the process of remediating, our disclosure controls and procedures were not effective as of December 31, 2021.

Material Weaknesses in Internal Control over Financial Reporting

We have identified two material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of DeepGreen’s financial statement for the years ended December 31, 2020 and 2019 and three months ended March 31, 2021 that were included in the proxy statement/prospectus filed with the SEC on August 13, 2021, as well as the financial statements for the six months ended June 30, 2021 that were included in our Current Report on Form 8-K, as amended, filed with the SEC on September 15, 2021, we identified a material weakness in our internal control over financial reporting as of December 31, 2020, March 31, 2021 and June 30, 2021 which related to deficiencies in the design and operation of the financial statement close and reporting controls, including maintaining sufficient written policies and procedures and the need to use appropriate technical expertise when accounting for complex or non-routine transactions.

In the process of preparing the Company’s third quarter 2021 financial statements, management discovered misstatements related to the understatement of exploration expense and overstatement of stock option expenses related to the three-month period ended March 31, 2021 and six-month period ended June 30, 2021.

For further detail regarding the restatement, see Part II, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Restatement of Previously Issued Quarterly Financial Statements” and Part II, Item 4 “Controls and Procedures” included in the Quarterly Report on Form 10-Q filed on November 15, 2021.

These misstatements resulted in the Company having to restate its unaudited condensed consolidated financial statements for the three months ended March 31, 2021 and six months ended June 30, 2021.

Our management has concluded that this material weakness was due to the fact that, prior to the Business Combination, we were a private company with limited resources.

In addition, as previously disclosed in our Amendment No.

1 to our Annual Report on Form 10-K/A for the year ended December 31, 2020, we identified a material weakness in our internal controls over financial reporting related to inaccurate accounting for the Public Warrants and Private Warrants issued in connection with our initial public offering.

Management identified this error when the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Staff Statement”).

The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued in connection with our initial public offering in May 2020.

This control deficiency resulted in the Company having to restate its audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2020 and if not remediated, could result in a material misstatement to future annual or interim consolidated financial statements that would not be prevented or detected.

Accordingly, management has determined that this control deficiency constitutes a material weakness.

Notwithstanding these material weaknesses, management has concluded that our audited financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with U.S.

GAAP for each of the periods presented therein.

Plan for Remediation of the Material Weaknesses in Internal Control over Financial Reporting

We have taken the following remediation measures to date:

● appointed a Chief Financial Officer to oversee the finance and accounting function;

● hired individuals for the core accounting function with the requisite education, designation, and technical accounting and public company experience;

● until we have the full complement of accounting staff in place, we are utilizing experienced and competent contract accountants to supplement our internal accounting team;

● developed a plan to bring our finance and accounting function in-house and are nearing completion of the transition from our outsourced accounting service provider;

● evaluated the accounting impacts of all new contracts and arrangements through a detailed analysis against accounting standards and technical interpretations;

● performed a thorough analysis of key issues to be addressed, have prioritized these issues and we are now in the process of addressing these issues;

● began a project to design and implement robust controls over all our key processes and address all key company risks;

● started adding formality and rigor to our financial reporting process by continuously developing structured roles, policies, processes, procedures and controls.

In response to the material weaknesses, our management has expended, and will continue to expend, a substantial amount of effort and resources to improve the internal controls environment, particularly those over financial reporting.

Our remediation plan can only be accomplished over time and will be continually reviewed to determine that it is achieving its objectives.

The material weaknesses will not be considered remediated until sufficient time has elapsed to provide sufficient sample evidence that the newly designed and implemented controls are operating effectively.

This is no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control over Financial Reporting

Other than the changes made to begin to remediate the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal controls that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected.

The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As of the date of this Report,

our directors and officers are as follows:

Scott Leonard

Chief Executive Officer and Director

Board of Directors and Management

The following table sets forth certain information concerning our executive officers and directors:

Executive Officers:

Gerard Barron

Chief Executive Officer and Chairman of the Board of Directors

Anthony O ’ Sullivan

Chief Development Officer

Chief Strategy Officer

Chief Financial Officer

Isaac Barchas

Scott Leonard serves as our

Chief Executive Officer and on our board of directors.

Leonard has over 15 years of experience leading highly successful

business transformations and transitions.

Leonard also has deep expertise over the past eight years driving decarbonization

through technology adoption, product lifecycle management and development and industrial demand destruction.

has held various roles at both public and private companies including Chief Executive Officer, Chief Financial Officer, Chief

Restructuring Officer and Independent Director.

Gregory Stone

Chief Ocean Scientist

Christelle Gedeon

Chief Legal Officer

Non-Employee Directors:

Christian Madsbjerg

Andrei Karkar

Amelia Kinahoi Siamomua

Kathleen McAllister

Executive Officers

Gerard Barron has served as our Chief Executive Officer and Chairman of the board of directors since the closing of the Business Combination.

Barron became involved in the early strategic development and financing of DeepGreen during its formation in 2011 and stepped into the role of DeepGreen’s Chairman and Chief Executive Officer in 2018.

From July 2013 until becoming Chairman and Chief Executive Officer in 2017, Mr.

Barron served as a strategic advisor to the DeepGreen Board and its shareholders.

Barron is a seasoned entrepreneur with a track record of building global companies in battery technology, media and future-oriented resource development both as a chief executive officer and strategic investor.

Barron founded Adstream, a global advertising technology and services provider, and served as the company’s Chief Executive Officer until December 2013.

During that time, Adstream grew from a single office in Sydney to over 40 offices in 30 countries around the world and over $100 million in global revenue per year.

Barron has also been a first money investor in industry-leading companies including Nautilus and Sirtex Medical.

Barron’s qualifications to serve as Chief Executive Officer and on the board of directors include his extensive leadership and investment experience in the technology and resource development industries.

Anthony O’Sullivan has served as our Chief Development Officer since the Closing of the Business Combination and has served as DeepGreen’s Chief Development Officer since July 25, 2017.

O’Sullivan has over 30 years mining experience with a track record of delivering innovative solutions across multiple continents both in the terrestrial and marine environments.

Since January 2020, Mr.

O’Sullivan is serving as a non-executive director for SensOre Ltd., a company that performs mineral targeting and was listed on the ASX on February 11, 2022.

From February 2017 to December 2019, Mr.

O’Sullivan served as the Chief Executive Officer of Sasak Minerals Pty Ltd., a company focused on deploying machine learning and mineral exploration.

Since February 2017, Mr.

O’Sullivan served as the Principal and Owner of International Resources, a firm focused on creating value through the discovery and development of mineral resources.

From November 2014 until January 2017, he served as Vice President Exploration for Quantum Pacific Exploration, where he engaged in planning, development, and management of the exploration company, including developing corporate strategies, overseeing exploration activities, evaluating existing and potential new assets, establishing an exploration team and identifying a suite of new opportunities.

In December 2005, Mr.

O’Sullivan began serving as Chief Operating Officer of Nautilus, a position he held until December 2012.

While serving as Chief Operating Officer of Nautilus, Mr.

O’Sullivan led exploration, engineering and design, project development, permitting and product marketing culminating in the declaration of 43-101 compliant resources, grant of the environmental permit and mining lease from the Government of Papua New Guinea, ore sales agreement with one of China’s leading copper producers, Tongling Nonferrous Metals Group, and the completion of project design and commencement of project construction.

O’Sullivan was previously part of the BHP Billiton Global Exploration Leader Team with responsibility for the company’s iron ore, bauxite, coal and non-porphyry base metal exploration portfolios.

O’Sullivan is the named co-inventor on five subsea mining patents.

O’Sullivan earned a M.Sc.

in Mineral Exploration from the University of Western Australia and a B.Sc.

(Hons) in Geology from the University of Western Australia.

Erika Ilves has served as our Chief Strategy Officer since the Closing of the Business Combination and has served as DeepGreen’s Head of Strategy and Business Development since September 2018.

During her time at DeepGreen, Erika has focused on developing alliances with offshore partners, resource companies and EV supply chain, overseeing DeepGreen lifecycle impact studies as well as developing a transparent provenance strategy to enable DeepGreen to establish clean metals as a new purchasing category.

From November 2015 until December 2018, Ms.

Ilves served as a director and Head of Machine Learning for OffWorld, Inc., an industrial robotics company that she co-founded, where she led a team of machine learning engineers to develop teachable mining robots.

From November 2013 until November 2016, Ms.

Ilves also served as Chief Strategy Officer for Shackleton Energy, a company she co-founded, where she developed an international public-private consortium to create technologies to extract water ice from the moon in order to fuel deep space missions from low Earth orbit, drastically reducing the costs of such missions.

Ilves’ 15 years of strategy consulting experience started with McKinsey & Company, where she served global and emerging markets financial institutions on strategy, performance and operational transformations;

and later founded the Executive Office which advised governments and investors of the Gulf Cooperation Council on transitioning to a green economy.

From 2006 to 2007, Ms.

Ilves served as Chief Organization Officer of TANDBERG, an OSE-listed videoconferencing technology firm acquired by Cisco Systems Inc.

in 2010, where she was responsible for developing leadership and sales capability for the firm’s global sales force and partner network of over 3,000 people.

Ilves attended Emory Law School as a research scholarship recipient.

Ilves earned a LL.M.

from the Central European University and a LL.B.magna cum laude from the University of Tartu.

Craig Shesky has served as our Chief Financial Officer since the Closing of the Business Combination and has served as DeepGreen’s Head of Financial Markets and Investor Relations since February 2021.

Shesky has over 15 years combined experience in public investing, metals research and investment banking in New York.

From August 2008 until July 2020, Mr.

Shesky was employed by King Street Capital Management, most recently as senior analyst in charge of recommending investments in the global metals and mining space.

Shesky has analyzed electrification trends, battery chemistries and the resulting impacts on supply and demand for critical base metals, with particular expertise in nickel and copper.

He also has significant experience navigating complex, legal-driven investments around the world, as King Street was one of the largest creditors in over a dozen global Lehman Brothers entities.

From July 2006 to July 2008, Mr.

Shesky served as an analyst on the insurance and asset management investment banking team at Morgan Stanley.

Shesky graduated magna cum laude with a B.S.

in Finance from the University of Notre Dame.

Gregory Stone, Ph.D.

has served as our Chief Ocean Officer since the Closing of the Business Combination and has served as a Director and Chief Ocean Officer of DeepGreen since February 2018.

In January 2020, Dr.

Stone founded Pole-to-Pole, a non-profit organization with a mission to apply practical solutions to the problems facing Earth’s ocean, and has been serving as the organization’s Chairman since that time.

Stone is an ocean scientist and explorer with over 10,000 dives throughout Earth’s ocean down to 18,000 feet using submarines, SCUBA, underwater habitats and robotics.

Stone is also widely known as a global thought leader who finds ways for humanity and the ocean to co-exist and support each other in the modern world.

Stone was a catalyst at the genesis of the Ocean Health Index, a scientific framework used to measure oceans’ health, and specializes in sustainable fishing, aquaculture, climate adaptation and seamount ecology.

Stone’s ability to communicate complex science is illustrated by his compelling TED and World Economic Forum talks, and his appearances in documentaries for the Discovery Channel and National Geographic.

Stone has authored hundreds of publications including articles for Nature , National Geographic , and four books, one of which is a National Outdoor Book Award winner.

Stone’s numerous accolades and professional associations include the Explorers Club, Pew Fellowship for Marine Conservation, National Geographic Hero, the Boston Sea Rover’s Diver of the year, Order of Kiribati Medal, the U.S.

National Science Foundation/Navy Antarctic Service medal, and a NOGI Award from National Academy of Underwater Arts and Sciences.

Stone is also a Senior Science Advisor to the Special Envoy for Ocean and the World Economic Forum Ocean Program.

From September 2008 to February 2018, Dr.

Stone served as Chief Scientist for Conservation International and head of the Global Ocean Program.

Stone earned a Ph.D.

in Marine Science from the University of the South Pacific, a M.Sc.

in Marine Policy from the University of Rhode Island and a B.A.

in Human Ecology and Marine Biology from the College of the Atlantic.

Christelle Gedeon, Ph.D.

, has served as the Chief Legal officer since October 2021.

Christelle is an established public company CLO having previously held a similar position in a 5-billion-dollar market cap dual-listed (Nasdaq and TSX) entity, active in more than 10 countries.

She enhances the TMC management team with her expertise in navigating complex regulatory regimes, corporate governance, government relations, as well as with her deep experience in intellectual property portfolio management.

Prior to joining The Metals Company, Christelle was a partner at a prominent Canadian law firm and spent several years advising life sciences clients on corporate commercial as well regulatory matters including negotiations with government agencies, securing operating licenses and internal compliance monitoring and auditing.

Dr Gedeon received her LL.B/B.C.L.

from McGill University and holds a Ph.D.

in Clinical Pharmacology and Toxicology from the University of Toronto.

Non-Employee Directors

Andrew Hall has served on our board of directors since the closing of the Business Combination in September 2021 and is currently the Lead Independent Director and Chair of the Audit Committee.

Hall is an internationally experienced executive and non-executive in the renewable energy technologies and services sector.

Since July 2018, Mr.

Hall has served as Managing Director of Saxjo Limited, a renewable energy consultancy company.

Previously, Mr.

Leonard served as Chief Financial Officer/Chief Restructuring

Officer at GenOn Energy from 2017 until 2018, and Chief Executive Officer of GenOn Mid-Atlantic LLC in 2018.

Leonard was at Hewlett Packard Enterprise (NYSE:

HPE), where he served as the Senior Vice President of Global Commercial

Functions for the Enterprise Services business.

Prior to that, Mr.

Leonard served as Deputy Executive Director, Chief Strategy & Administrative Officer for the Texas Department of Transportation from 2012 to 2014.

From 2005 to 2012, Mr.

held positions as Senior Vice President, Performance Improvement and Vice President, Corporate Planning at TXU Corp.

and its successor

Energy Future Holdings Corp.

Leonard previously served on the board of directors of NRG REMA, LLC and Lonestar II Generation

Earlier in his career, Mr.

Leonard was with McKinsey & Co.

as a management consultant and Donaldson Lufkin & Jenrette as an investment banker.

In addition, Mr.

Leonard serves as a manager of our Sponsor.

Leonard earned

with Highest Honors from Georgia Tech, and an M.B.A.

with Distinction from The Kellogg Graduate School of Management at

Northwestern.

Scott Honour serves as the

Chairman of our board of directors.

Honour has over 30 years of private equity investment experience and has been involved

in over 100 transactions totaling over $20 billion in transaction value.

Honour is Managing Partner of Northern

Pacific Group (“NPG”), a private equity firm, which he co-founded in 2012.

Hall was Group Chief Financial Officer at Siemens Gamesa Renewable Energy SA, one of the largest companies in the wind and renewables industry, from April 2017 to November 2017.

From October 2015 to March 2017, Mr.

Hall served as Group Chief Financial Officer and Executive Director at Siemens Wind Power GmbH & Co KG, a wind turbine original equipment manufacturer.

Prior to that, Mr.

at The Gores Group, a Los Angeles based private equity firm, for ten years, serving as Senior Managing Director and one of the

firm’s top executives.

During his time at The Gores Group, the firm raised four funds, totaling $4 billion in aggregate,

and made over 35 investments.

Honour also served on the investment committee for The Gores Group.

Prior to joining The

Gores Group, Mr.

Honour was a Managing Director at UBS Investment Bank from 2000 to 2002 and was an investment banker at

Donaldson, Lufkin & Jenrette from 1991 to 2000.

Honour began his career at Trammell Crow Company in 1988.

has served on the board of directors of numerous public and private companies including Solar Spectrum Holdings LLC, Anthem Sports & Entertainment Inc., 1 st Choice Delivery, LLC, United Language Group, Inc., Renters Warehouse LLC, Real Dolmen

(REM:BB) and Westwood One, Inc.

(formerly Nasdaq:

WWON), and is a co-founder of Titan CNG LLC and YapStone Inc.

Honour serves as a manager of our Sponsor.

Honour earned a B.S.

and B.A., cum laude , in Business

Administration and Economics from Pepperdine University and an M.B.A.

in Finance and Marketing from the Wharton School of the

University of Pennsylvania.

David Quiram serves

as our Chief Financial Officer.

Quiram has over 20 years of leadership experience in technology, strategy and finance organizations

with a deep understanding of the chemicals, emerging technology, bioscience and energy sectors.

Previously, Dr.

Quiram served

as Head of Financial Planning and Analysis and Tax at GenOn Energy (“GenOn”) from 2017 until 2019 where he was responsible

for standing up the financial and administrative functions of GenOn as a stand-alone entity from NRG Energy Inc.

Prior to that, Dr.

Quiram served as Head of Investments for Enterprise Services of Hewlett Packard Enterprise (NYSE:

2014 until 2017 where he directed investments into products and services.

From 2010 to 2014, Dr.

Quiram was with Accenture (NYSE:

ACN) as a Senior Manager in their Strategy practice focused on transforming utilities, independent power producers, and energy

From 2006 to 2009, Dr.

Quiram worked at multiple roles at TXU Energy starting in finance and later served as Vice President

of Retail Pricing and Procurement where he led the pricing and hedging for TXU Energy’s retail portfolio.

his career at McKinsey & Co where he worked as an Engagement Manager from 2001 until 2005, and as a Research Scientist at

DuPont (NYSE:

DD) from 1998 to 2001.

Quiram earned a B.S.

in Chemical Engineering with Highest Distinction from the University

of Virginia, and an M.S.

in Chemical Engineering from the Massachusetts Institute of Technology.

Rick Gaenzle has agreed to

serve on our board of directors.

Gaenzle has over 30 years of private equity investment and corporate finance experience;

he is the founder and currently serves as a Managing Director of Gilbert Global Equity Capital, L.L.C., the principal investment

advisor to Gilbert Global Equity Partners, L.P.

and related entities, a $1.2 billion leveraged buyout and private equity

Gaenzle has spent the last twenty-eight years at Gilbert Global and its predecessor entity, completing over

110 direct equity investments, co-investments and add-on acquisitions for portfolio companies.

Hall held a number of senior positions in other divisions of Siemens AG, including Chief Financial Officer and Board Member at Siemens Holdings plc & Cluster North West Europe in London from 2012 to 2015 and Chief Financial Officer and Board Member at Siemens Ltd & Cluster Africa in Johannesburg from 2008 to 2012.

Hall currently serves on the board of a portfolio of venture capital, private equity and family office-backed companies in the renewable energy sector.

Since September 2019, Mr.

Hall has been Executive Chair of Star Windco Limited, a company providing wind turbine erection services.

Since October 2018, Mr.

Hall has been a non-executive director of Time to Act Limited, which specializes in metal coatings for the gas turbine and hydrogen industries.

Additionally, Mr.

Hall has served as Chair of New Motion Labs Limited, which licenses technology for the manufacture of mechanical drives, since June 2019, and as Senior Independent Director of Hero Future Energies Global Limited, a global renewable energy developer, since February 2019.

Previously, Mr.

was a Principal of Soros Capital L.P., the principal venture capital and leveraged equity entity of the Quantum Group of Funds

and a principal advisor to Quantum Industrial Holdings Ltd.

Prior to joining Soros Capital, Mr.

Gaenzle held various positions

at PaineWebber Inc.

Gaenzle currently serves as a Senior Advisor to Impact Delta, an impact-investing and impact-measurement advisory

an Operating Partner of NPG;

and Chairman of Lake Street Homes, a single-family rental investment vehicle.

from Hartwick College and an M.B.A.

from Fordham University.

Isaac Barchas has agreed to

serve on our board of directors.

Barchas is the President and Chief Executive Officer of Research Bridge Partners (“RBP”),

a socially-driven investment company, which he founded in 2016.

RBP uses both concessionary and nonconcessionary investment

to create startup companies based on university research and advance those companies into the venture capital markets.

founding RBP, Mr.

Barchas led the Austin Technology Incubator (“ATI”) at The University of Texas at Austin from

2006 to 2016.

ATI’s Clean Energy Incubator was the first university clean tech incubation program in the United States.

Barchas’

leadership, ATI companies raised over $1 billion in the capital markets.

joined the university from McKinsey & Co., where he worked in the Chicago, Sydney, Auckland, and Dallas offices, from 1996

to 2006 and served on the leadership teams of McKinsey’s North American Healthcare Practice and Global Organization Practice.

Barchas has served on multiple private company boards and on philanthropic boards including Pecan Street Inc., the largest

analytically-focused clean energy and climate data consortium in the United States, where he was a founding board member.

Barchas earned a J.D.

(honors) and M.A.

(Century Fellowship) from The University of Chicago.

He received an A.B.

Stanford University (honors and Phi Beta Kappa).

Justin Kelly has agreed to

serve on our board of directors.

Kelly is currently the Chief Executive Officer and Chief Investment Officer of Winslow

Capital Management, LLC (“Winslow Capital”), Nuveen’s center of excellence for growth investing.

also serves as lead portfolio manager on the firm’s flagship U.S.

Large Cap Growth Strategy.

Kelly has been with

Winslow Capital for over two decades and has transformed the firm from a single strategy, niche investment firm to a thought leader

globally in growth equity investing with four strategies.

Prior to joining Winslow Capital in 1999, Mr.

Kelly was an equity

analyst at Investment Advisors in Minneapolis.

Prior to that, Mr.

Kelly worked at Prudential Bache, from 1993 to 1996 as

Investment Banker, and Salomon Brothers, from 1996 to 1997 as Investment Banker.

Kelly earned a B.S.

in Finance/Investments

from Babson College.

Number and Terms of Office of Officers and

Our board of directors is divided

into three classes, with only one class of directors being elected in each year, and with each class (except for those directors

appointed prior to our first annual meeting of shareholders) serving a three-year term.

In accordance with the NYSE corporate

governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following

our listing on the NYSE.

The term of office of the first class of directors, consisting of Rick Gaenzle, will expire at our first

annual meeting of shareholders.

The term of office of the second class of directors, consisting of Isaac Barchas and Justin Kelly,

will expire at our second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Scott

Leonard and Scott Honour, will expire at our third annual meeting of shareholders.

Prior to the completion of

an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority

of our founder shares.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder

shares may remove a member of the board of directors for any reason.

Pursuant to an agreement entered

into at the closing of our initial public offering, our Sponsor, upon and following consummation of an initial business combination,

will be entitled to nominate three individuals for election to our board of directors, as long as the Sponsor holds any securities

covered by the registration and shareholder rights agreement.

Our officers are appointed

by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles

of association as it deems appropriate.

Our amended and restated memorandum and articles of association provides that our officers

may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents,

secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

NYSE listing standards require

that a majority of our board of directors be independent.

Our board of directors has determined that Rick Gaenzle, Isaac Barchas

and Justin Kelly are “independent directors”

as defined in the NYSE listing standards.

Our independent directors have

regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has

three standing committees:

an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules

and a limited exception, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the

NYSE require that the compensation committee and the nominating committee of a listed company be comprised solely of independent

Hall served as a board member of A2Sea AS from 2015 to 2017, Voith Hydro GmbH & Co KG from 2015 to 2017 and Mimica Labs from 2014 to 2017.

Hall earned a M.Sc.

from the University of Cape Town and an M.B.A.

from the London Business School.

Hall’s qualifications to serve on the board of directors include his extensive international experience leading large, capital-intensive businesses in the renewable energy sector.

Christian Madsbjerg has served on our board of directors since the closing of the Business Combination in September 2021.

Christian currently serves as the Chair of the Nomination and Governance Committee.

Since 2019, Mr.

Madsbjerg has served on the board of directors of Fritz Hansen A/S Copenhagen.

Since August 2018, Mr.

Madsbjerg has served as Professor of Applied Humanities at The New School for Social Research.

Since January 2009, Mr.

Madsbjerg has served as a director and senior partner of the consulting firm, ReD Associates, which he co-founded in August 2007.

Madsbjerg is also a writer whose work has been featured in publications such as The Wall Street Journal, Financial Times, The Washington Post, Der Spiegel , and Bloomberg Businessweek .

His latest book, Sensemaking:

The Power of the Humanities in the Age of the Algorithm , was published in the spring of 2017 by Hachette Book Group.

His book The Moment of Clarity , co-written with ReD partner Mikkel B.

Rasmussen, was published by Harvard Business Press in the fall of 2014.

He studied philosophy and political science in Copenhagen and London and has a Masters from the University of London.

Madsbjerg’s qualifications to serve on the board of directors include his expertise in advising senior executives, including the practical application of the human sciences in business.

Sheila Khama has served on our board of directors since the closing of the Business Combination in September 2021.

Khama is a consultant, policy advisor and former mining industry executive with expertise in corporate governance and sustainable development of minerals, oil and gas resources.

Sheila currently serves as the Chair of the Sustainability and Innovation Committee.

Since April 2019, Ms.

Khama has been an independent consultant on oil and gas governance and policy reforms for SK Consulting Pty, Ltd.

From November 2016 to March 2019, Ms.

Khama served as Practice Manager and Coordinator of Donor Relations and Partnerships at The World Bank, where she led an international team of mineral, oil and gas specialists in implementing support programs ranging from policy reforms, technical assistance, research and knowledge dissemination for various countries.

From November 2013 to November 2016, Ms.

Khama served as Director African Natural Resources Center at the African Development Bank in Tunisia, where she led a support program for African governments to improve development outcomes from renewable and non-renewable resources.

From 2010 to 2013, Ms.

Khama served as Director of the Extractives Advisory Program at the African Center for Economic Transformation, a pan-African think tank based in Ghana.

Khama also previously held a number of senior roles in the private sector, including Chief Executive Officer of De Beers Botswana from 2005 to 2010, Head of Marketing and Communication at the First National Bank of Botswana Ltd from 2002 to 2005, and Group Secretary of the Anglo-American Corporation Botswana from 1994 to 2002.

Khama also currently serves as a Non-Executive Director for Tullow Oil plc, a position she has held since June 2019.

Khama received an M.B.A.

in General Management from Edinburgh University and a B.A.

from the University of Botswana.

Khama’s qualifications to serve on the board of directors include her extensive experience as a corporate strategist and her deep understanding of regulatory frameworks in the minerals, oil and gas industry.

Andrei Karkar has served on our board of directors since the closing of the Business Combination in September 2021 and served as a director of DeepGreen since March 2019.

Andrei currently serves as the Chair of the Compensation Committee.

Since 2006, Mr.

Karkar has served as Chief Executive Officer of ERAS Holdings, The Karkar Family Office, with its origins in Karkar Electronics founded in 1959 by Edward Karkar.

ERAS Holdings engages in a broad range of investment activities and invests in a wide variety of asset classes.

Since July 2019, Mr.

Karkar has served as a member of the board of directors of CognitionX, a private company based in the United Kingdom, and is a board member of Shepherd OÜ based in Estonia Mr.

Karkar received a B.A.

from Georgetown University.

Karkar’s qualifications to serve on the board of directors include his experience as an advisor and investor in public and private companies.

Amelia Kinahoi Siamomua has served on our board of directors since the closing of the Business Combination in September 2021.

Siamomua has over 35 years of experience as a development economist and an international civil servant with a strong focus on gender equality and sustainability issues.

Since March 2021, Ms.

Siamomua has been an independent consultant on gender and social inclusion for the Government of Nauru.

From June 2015 until February 2021, Ms.

Siamomua served as Head of Gender, Economic, Youth & Sustainable Development Directorate of the Commonwealth Secretariat based in London, United Kingdom, where she represented the Secretary General at the United Nations (“UN”) High-level Group on Women’s Access to Justice and the UN Commission on the Status of Women.

Between 2012 and 2014, Ms.

Siamomua held a position as Inter-Regional Advisor (Small Island Developing States) within the Division for Sustainable Development at the UN Department of Economic and Social Affairs, where she analyzed best practices on sustainable development and provided policy advice to governments and relevant stakeholders in developing countries.

Prior to that, Ms.

Siamomua served as senior advisor in Papua New Guinea from 2010-2012 and as project coordinator in Fiji from 2008-2009 as part of the UN Development Programme.

Siamomua has earned a B.A.

in Economics and Politics and an M.B.A.

from the University of the South Pacific.

Siamomua’s qualifications to serve on the board of directors include her sustainable development expertise and her extensive knowledge of economic and social policies of developing countries.

Gina Stryker has served on our board of directors since the closing of the Business Combination in September 2021.

Stryker has 20 years of tax experience in corporate settings as well as 14 years of senior management experience.

Since May 2020, Ms.

Stryker has served as General Counsel and Corporate Secretary of SOAC.

Since August 2019, Ms.

Stryker has also been a part of 3920 Partners LLC, a company focused on sustainable investment, where she now serves as Partner.

From July 2018 to January 2019, Ms.

Stryker served as Senior Advisor to EVP Restructuring at GenOn Energy, Inc.

(“GenOn”), where she led tax and business strategy engagement as GenOn prepared to emerge from Chapter 11.

Prior to July 2018, Ms.

Stryker managed a family office.

Stryker has earned a B.S.

in Applied Science from Youngstown State University, a J.D.

from University of Pittsburgh, an LLM from New York University and an M.B.A.

from Rice University.

Stryker’s qualifications to serve on the board of directors include her prior experience advising on tax and business strategy in the energy industry.

Kathleen McAllister has served on the board of directors since February 9, 2022.

McAllister is a Chartered Professional Accountant (CPA) and former President and CEO and CFO of TransOcean Partners LLC.

McAllister brings a broad range of strategic perspective to the complex challenges of operating cyclical businesses and raising capital and corporate governance in the marketplace.

She currently serves as an independent director for Black Hills Corporation and Hoegh LNG Partners LP.

She serves on the Audit Committee of both companies and on the Hoegh LNG Partners Conflict Committee.

Previously, Ms.

McAllister also served on the board of Mawersk Drilling and chaired the Audit and Risk Committee.

Kathleen has broad experience in global business operations, capital raising and allocation, business transformation, risk oversight, SEC reporting, mergers and acquisitions, internal controls, tax, treasury and talent development.

There are no family relationships between or among any of our directors or executive officers.

Role of Board in Risk Oversight

The board of directors have extensive involvement in the oversight of risk management related to the Company and its business and will accomplish this oversight through the regular reporting to the board of directors by the audit committee.

The audit committee will represent the board of directors by periodically reviewing the Company’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements.

Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of our business and summarize for the board of directors all areas of risk and the appropriate mitigating factors.

In addition, the board of directors will receive periodic detailed operating performance reviews from management.

Composition of the Board of Directors

Our business and affairs are managed under the direction of our board of directors.

Our board of directors is declassified, and the directors will be elected annually.

Independence of the Board of Directors

Nasdaq rules generally require that independent directors must comprise a majority of a listed company’s board of directors.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the board of directors has determined that Andrew Hall, Gina Stryker, Sheila Khama, Christian Madsbjerg, Amelia Kinahoi Siamomua, Andrei Karkar and Kathleen McAllister, representing seven (7) of the Company’s eight (8) directors, are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq.

Andrew Hall serves as the Lead Independent Director of the board of directors.

Board Committees

The standing committees of the board of directors consist of an audit committee, a compensation committee, a nominating and corporate governance committee and the sustainability and innovation committee.

The board of directors may from time to time establish other committees.

Our chief executive officer and other executive officers will regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

We believe that the leadership structure of the board of directors will provide appropriate risk oversight of our activities.

Audit Committee

We have established an audit

committee of the board of directors.

Rick Gaenzle, Isaac Barchas and Justin Kelly serve as members of our audit committee.

board of directors has determined that each of Rick Gaenzle, Isaac Barchas and Justin Kelly are independent under the NYSE listing

standards and applicable SEC rules.

Rick Gaenzle serves as the Chairman of the audit committee.

Each member of the audit committee

is financially literate and our board of directors has determined that Rick Gaenzle qualifies as an “audit committee

financial expert”

as defined in applicable SEC rules.

The audit committee is responsible

● meeting with our

independent registered public accounting firm regarding, among other issues, audits,

and adequacy of our accounting and control systems;

● monitoring the

independence of the independent registered public accounting firm;

● verifying the rotation

of the lead (or coordinating) audit partner having primary responsibility for the audit

and the audit partner responsible for reviewing the audit as required by law;

● inquiring and discussing

with management our compliance with applicable laws and regulations;

● pre-approving all

audit services and permitted non-audit services to be performed by our independent

registered public accounting firm, including the fees and terms of the services to be

● appointing or replacing

the independent registered public accounting firm;

● determining the

compensation and oversight of the work of the independent registered public accounting

firm (including resolution of disagreements between management and the independent auditor

regarding financial reporting) for the purpose of preparing or issuing an audit report

or related work;

● establishing procedures

for the receipt, retention and treatment of complaints received by us regarding accounting,

internal accounting controls or reports which raise material issues regarding our financial

statements or accounting policies;

● monitoring compliance

on a quarterly basis with the terms of our initial public offering and, if any noncompliance

is identified, immediately taking all action necessary to rectify such noncompliance

or otherwise causing compliance with the terms of our initial public offering;

● reviewing and approving

all payments made to our existing shareholders, executive officers or directors and their

respective affiliates.

Any payments made to members of our audit committee are reviewed

and approved by our board of directors, with the interested director or directors abstaining

from such review and approval.

Nominating Committee

We have established a nominating

committee of our board of directors.

The members of our nominating committee are Rick Gaenzle, Isaac Barchas and Justin Kelly,

and Isaac Barchas serves as chairman of the nominating committee.

Under the NYSE listing standards, we are required to have a

nominating committee composed entirely of independent directors.

Our board of directors has determined that each of Rick Gaenzle,

Isaac Barchas and Justin Kelly are independent.

The nominating committee is

responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee

considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting

nominees, which are specified in a charter to be adopted by us, generally provides that persons to be nominated:

● should have demonstrated

notable or significant achievements in business, education or public service;

● should possess

the requisite intelligence, education and experience to make a significant contribution

to the board of directors and bring a range of skills, diverse perspectives and backgrounds

to its deliberations;

● should have the

highest ethical standards, a strong sense of professionalism and intense dedication to

serving the interests of the shareholders.

The nominating committee considers

a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating

a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes,

such as financial or accounting experience, to meet specific board needs that arise from time to time and considers the overall

experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish

among nominees recommended by shareholders and other persons.

Our audit committee consists of Andrew Hall, who serves as the chairperson, and Gina Stryker.

Each member of the audit committee qualifies as an independent director under the Nasdaq Listing Rules and the independence requirements of Rule 10A-3 under the Exchange Act.

We expect that Kathleen McAllister will be appointed to the audit committee to serve as its chairperson and as the “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K on or about April 1, 2022.

The board of directors has determined that Mr.

Hall qualifies as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The purpose of the audit committee is to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist the board of directors in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and (5) the performance of our independent registered public accounting firm.

The board of directors has adopted a written charter for the audit committee, which is available on the Company’s website at www.metals.co under Investors — Governance — Governance Documents.

Compensation Committee

We have established a compensation

committee of our board of directors.

The members of our compensation committee are Rick Gaenzle, Isaac Barchas and Justin

Kelly, and Justin Kelly serves as chairman of the compensation committee.

Under the NYSE listing standards,

we are required to have a compensation committee composed entirely of independent directors.

Our board of directors has determined

that each of Rick Gaenzle, Isaac Barchas and Justin Kelly are independent.

We have adopted a compensation committee charter, which

details the principal functions of the compensation committee, including:

● reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive

Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

● reviewing and approving

the compensation of all of our other Section 16 executive officers;

● reviewing our executive

compensation policies and plans;

● implementing and

administering our incentive compensation equity-based remuneration plans;

● assisting management

in complying with our proxy statement and annual report disclosure requirements;

● approving all special

perquisites, special cash payments and other special compensation and benefit arrangements

for our executive officers and employees;

● producing a report

on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating

and recommending changes, if appropriate, to the remuneration for directors.

The charter provides that the

compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and is be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the

Compensation Committee Interlocks and Insider Participation

None of our executive officers

currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or

more executive officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics

applicable to our directors, officers and employees.

A copy of the Code of Ethics will be provided without charge upon request

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on

Conflicts of Interest

Under Cayman Islands law, directors

and officers owe the following fiduciary duties:

● duty to act in

good faith in what the director or officer believes to be in the best interests of the

company as a whole;

● duty to exercise

powers for the purposes for which those powers were conferred and not for a collateral

● directors should

not improperly fetter the exercise of future discretion;

● duty to exercise

powers fairly as between different sections of shareholders;

● duty not to put

themselves in a position in which there is a conflict between their duty to the company

and their personal interests;

● duty to exercise

independent judgment.

In addition to the above, directors

also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent

person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same

functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that

As set out above, directors

have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise

benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven

and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by

way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval

at general meetings.

Certain of our officers and

directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities,

including entities that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required to present

a business combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of a business

combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations,

he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such

entity, subject to their fiduciary duties under Cayman Islands law.

We do not believe, however, that the fiduciary duties or contractual

obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Below is a table summarizing

the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material

management relationships:

Entity’s

Scott Leonard

Lonestar II Generation Holdings

Sustainable Opportunities Holdings LLC

Holding Company

Northern Pacific Group

Private Equity

Managing Partner

EVO Transportation & Energy Services Inc.

Transportation

Sustainable Opportunities Holdings LLC

Holding Company

Gilbert Global Equity Capital, L.L.C.

Private Equity

Founder and Managing Director

Senior Advisor

Northern Pacific Group

Private Equity

Operating Partner

Lake Street Homes

Isaac Barchas

Research Bridge Partners

President and Chief Executive Officer

Novosteo, Inc.

Pharmaceutical

MorphImmune, Inc.

Pharmaceutical

Winslow Capital Management, LLC

Chief Executive Officer and Chief

Investment Officer

Potential investors should

also be aware of the following other potential conflicts of interest:

● Our executive officers

and directors are not required to, and will not, commit their full time to our affairs,

which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

We do not intend

to have any full-time employees prior to the completion of our initial business

Each of our executive officers is engaged in several other business endeavors

for which he may be entitled to substantial compensation, and our executive officers

are not obligated to contribute any specific number of hours per week to our affairs.

● Our Sponsor subscribed

for founder shares prior to the date of the prospectus and purchased private placement

warrants in a transaction that closed simultaneously with the closing of our initial

public offering.

● Our Sponsor and

each member of our management team have entered into agreements with us, pursuant to

which they have agreed to waive their redemption rights with respect to their founder

shares and public shares in connection with (i) the completion of our initial business

combination and (ii) a shareholder vote to approve an amendment to our amended and restated

memorandum and articles of association that would affect the substance or timing of our

obligation to provide holders of our Class A ordinary shares the right to have their

shares redeemed in connection with our initial business combination or to redeem 100%

of our public shares if we do not consummate an initial business combination within 18 months

from the closing of our initial public offering.

Additionally, our Sponsor has agreed

to waive its rights to liquidating distributions from the trust account with respect

to its founder shares if we fail to complete our initial business combination within

the prescribed time frame.

If we do not consummate an initial business combination within

the prescribed time frame, the private placement warrants will expire worthless.

as described herein, our Sponsor and our directors and executive officers have agreed

not to transfer, assign or sell any of their founder shares until the earliest of (A)

one year after the completion of our initial business combination or (B) subsequent to

our initial business combination, (x) if the closing price of our Class A ordinary shares

equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

period commencing at least 150 days after our initial business combination, or (y) the

date on which we complete a liquidation, merger, share exchange or other similar transaction

that results in all of our shareholders having the right to exchange their ordinary shares

for cash, securities or other property.

The private placement warrants will not be transferable

until 30 days following the completion of our initial business combination.

Because certain

of our executive officers and directors own ordinary shares or warrants directly or indirectly,

they may have a conflict of interest in determining whether a particular target business

is an appropriate business with which to effectuate our initial business combination.

● Our officers and

directors may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such officers and directors is included

by a target business as a condition to any agreement with respect to our initial business

We are not prohibited from

pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors

or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

the event we seek to complete our initial business combination with an business combination target that is affiliated with our

Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent

investment banking or another independent entity that commonly renders valuation opinions, that such initial business combination

is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

in no event will our Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the

company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,

the completion of our initial business combination.

We cannot assure you that any

of the above mentioned conflicts will be resolved in our favor.

In the event that we submit

our initial business combination to our public shareholders for a vote, our Sponsor, our Founders and each member of our management

team have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor

of our initial business combination.

Limitation on Liability and Indemnification

of Officers and Directors

Cayman Islands law does not

limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers

and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,

such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and restated

memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted

by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default

or willful neglect.

We have purchased a policy of directors’

and officers’

liability insurance that insures our officers

and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our

obligations to indemnify our officers and directors.

Our officers and directors

have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed

to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services

provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled

to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will only

be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial

business combination.

Our indemnification obligations

may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even

though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment

may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant

to these indemnification provisions.

We believe that these provisions,

the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Our compensation committee consists of Andrei Karkar, who serves as the chairperson, Sheila Khama and Gina Stryker.

The purpose of the compensation committee is to assist the board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of its executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

The board of directors has adopted a written charter for the compensation committee, which is available on the Company’s website at www.metals.co under Investors — Governance — Governance Documents.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Christian Madsbjerg, who serves as the chairperson, Sheila Khama and Andrei Karkar.

The purpose of the nominating and corporate governance committee is to assist the board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board of directors members, consistent with the criteria approved by the board of directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for re-election and selecting, or recommending that the board of directors select, the director nominees for the next annual meeting of shareholders, (3) identifying members of the board of directors qualified to fill vacancies on any committee of the board of directors and recommending that the board of directors appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the board of directors corporate governance principles applicable to the Company, (5) overseeing the evaluation of the board of directors and management and (6) handling such other matters that are specifically delegated to the committee by the board of directors from time to time.

The board of directors have adopted a written charter for the nominating and corporate governance committee, which is available on the Company’s website at www.metals.co under Investors — Governance — Governance Documents.

Sustainability and Innovation Committee

Our sustainability and innovation committee consists of Sheila Khama, who serves as the chairperson, Christian Madsbjerg and Amelia Kinahoi Siamomua.

The purpose of the sustainability and innovation committee is to assist the board of directors in discharging its responsibilities relating to oversight of our policies, programs, performance and related risks and opportunities that concern key sustainability and innovation matters, including issues of significance to us and our stakeholders that may affect its business, strategy, operations, performance, or reputation.

The board of directors have adopted a written charter for the sustainability and innovation committee, which is available on the Company’s website at www.metals.co under Investors — Governance — Governance Documents.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at www.metals.co under Investors — Governance — Governance Documents.

Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendment or waiver is then permitted by Nasdaq rules.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq that serve as a flexible framework within which our board of directors and its committees operate.

These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, meetings of non-management directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of our chief executive officer management succession planning.

A copy of our corporate governance guidelines is posted on our website at www.metals.co under Investors — Governance — Governance Documents.

EXECUTIVE COMPENSATION

Officer and Director Compensation

The following disclosure concerns

the compensation of our executive officers and directors for the fiscal year ended December 31, 2020 (i.e., pre-business

combination).

None of our executive officers

or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first

listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we reimburse an

affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per

In addition, our Sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any

out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments

that were made to our Sponsor, executive officers or directors, or our or their affiliates.

Any such payments prior to an initial

business combination are made using funds held outside the trust account.

Other than quarterly audit committee review of such

reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors

and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection

with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation

of any kind, including finder’s and consulting fees, are paid by the company to our Sponsor, executive officers and directors,

or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting or management

fees from the combined company.

All of these fees are fully disclosed to shareholders, to the extent then known, in the proxy

solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members

of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination,

because the directors of the post-combination business will be responsible for determining executive officer and director

compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors

for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent

directors on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth

information regarding the beneficial ownership of our ordinary shares as of December 31, 2020 based on information obtained from

the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

● each person known

by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary

● each of our executive

officers and directors that beneficially owns ordinary shares;

● all our executive

officers and directors as a group.

In the table below, percentage

ownership is based on 30,000,000 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units)

and 7,500,000 Class B ordinary shares outstanding as of December 31, 2020.

The table below does not include the Class A ordinary

shares underlying the private placement warrants held by our Sponsor because these securities are not exercisable within 60 days

of this Report.

Class B ordinary shares

Class A ordinary shares

Name of Beneficial Owners (1)

Number of Shares Beneficially Owned

Approximate Percentage of Class

Number of Shares Beneficially Owned

Approximate Percentage of Class

Sustainable Opportunities Holdings LLC (our Sponsor)

None of SOAC’s executive officers or directors received any cash compensation for services rendered to SOAC.

SOAC agreed to pay an affiliate of the Sponsor a total of $10,000 per month, for up to 18 months, for office space, secretarial and administrative services provided to members of its management team.

The Sponsor, executive officers and directors, or any of their respective affiliates were reimbursed for any out-of-pocket expenses incurred in connection with activities on its behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.

DeepGreen and TMC

This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.

The number of securities and exercise prices, as applicable, described in this section have been adjusted based on the exchange ratio calculated pursuant to the terms of the Business Combination Agreement to reflect the number of securities and exercise prices following the Business Combination.

We are currently considered a “smaller reporting company” within the meaning of the Securities Exchange Act of 1934, as amended, for purposes of the SEC’s executive compensation disclosure rules.

Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited disclosures regarding executive compensation for our last two completed fiscal years.

Further, our reporting obligations extend only to the following “Named Executive Officers” or “NEOs,” which are the individuals who served as principal executive officer and the next two most highly compensated executive officers for the fiscal year ended December 31, 2021.

As of December 31, 2021, our NEOs were:

● Gerard Barron, Chief Executive Officer;

● Anthony O’Sullivan, Chief Development Officer;

● Erika Ilves, Chief Strategy Officer

In 2021, our compensation program consisted of two components:

(1) compensation for services related to DeepGreen prior to the Business Combination and (2) compensation for services related to us after the Business Combination.

Prior to September 9, 2021, DeepGreen’s compensation program included base salaries, annual cash bonus, and stock option grants.

The options granted on March 4, 2021 were awarded in lieu of cash bonuses to retain DeepGreen employees in furtherance of the Business Combination.

The DeepGreen board had the sole discretion to award these options and exercised its discretion to do so, as it had not consistently awarded cash bonuses to its employees, despite multiple years of service.

Some of the options were granted subject to the achievement of significant long-term performance goals of DeepGreen and remain unvested.

Our current executive compensation plan has been in place since September 9, 2021 and is the ongoing compensation program post-Business Combination.

Our current executive compensation plan includes base salaries, Short-Term Incentive Program (paid in restricted share units for 2021), and a Long-Tterm Incentive Program (granted in the form of restricted share units grants for 2021).

In 2021, our executive compensation program was designed to provide our named executive officers with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our shareholders with our ability to attract and retain talented executives.

The compensation committee of our Board, post Business Combination (the “Compensation Committee”), has the primary responsibility for establishing our executive compensation philosophy and determining the specific components and levels of each named executive officers’ compensation.

Our executive compensation program is based on four guiding principles.

We have created a compensation program that combines short-term and long-term components, cash, equity, fixed and performance-based contingent payments, in the proportions that we believe achieve these four guiding principles:

● enhance shareholder value by aligning the financial interests of our named executive officers with those of our shareholders;

● enable us to attract, motivate and retain the people needed to define and lead our industry;

● integrate compensation closely with the achievement of our business and performance objectives;

● reward the individual performance that contributes to our short-term and long-term success.

The Compensation Committee utilized and relied significantly on a competitive market analysis when determining the size, components and mix of our named executive officers’ compensation packages.

Our Named Executive Officers’ target annual compensation consists of three principal components:

(a) base salary, (b) an annual performance Short-Term Incentive Plan (“STIP”) and (c) long-term equity incentive compensation under our Long-Term Incentive Plan (“LTIP”).

The base salary component is primarily designed to provide a predictable level of financial stability.

The STIP is designed to reward the achievement of annual goals that are aligned with our strategic plan.

The base salary and STIP are referred to as the cash component of the compensation plan.

The LTIP is the equity compensation component and is primarily designed to incentivize and retain our executives over a multi-year period and to reward the achievement of our long-term financial and strategic objectives.

Elements of Compensation

Our executive compensation program consists of three principal components:

base salary, STIP (together with base salary, “total cash compensation”), and the LTIP.

The LTIP consists primarily of restricted share units (“RSUs”), and prior to the Business Combination, stock options, that each vest over time based on continued employment and, in some cases, the achievement of performance and market goals.

Key Components of Our 2021 Compensation Plans

Compensation Element

Primary Purpose

Performance Period

Cash Compensation

Reward for ongoing work performed, executive tenure and role

Provided in cash each pay period.

Short Term Incentive Plan (STIP)

Reinforce and drive short-term priorities and business results

Target award based on a percentage of salary.

Recognize and reward corporate and individual performance

Awards may be earned from 0% to 100% of target based on achievement of pre-determined corporate short-term objectives that are aligned with our strategic plan as well as individual performance.

Awards are paid in cash upon the completion of the fiscal year;

however, for 2021, STIP awards were paid in immediately-vested RSUs.

Equity Compensation

Long-term incentives (LTIP)

Reinforce and drive long-term shareholder value

Retain executives over a multi-year period

Incentivize the achievement by management of multi-year performance goals

Grants post-Business Combination were in the form of RSUs that generally vest one-third per year over three years or in fourths over four years.

Grants made by DeepGreen prior to the Business Combination related to service prior to the Business Combination were in the form of stock options that vest over time based on continued employment as well as upon the achievement of performance and market goals.

Time-based options vest one third per year over 3 years beginning from an individual ’ s start date, while performance-based options vest based on the achievement of four pre-established goals within a 7-year performance period.

Equity Compensation

We use long-term equity-based compensation to incentivize and retain our executive officers by linking their awards to the achievement of our long-term strategic goals.

We typically award long-term equity-based compensation with restricted share units that vest over time so long as the executive remains employed with the Company.

The Compensation Committee determines the size of equity award grants after considering the following factors:

● the competitive equity compensation practices for comparable positions identified in the applicable market analysis;

● the executive ’ s level of responsibility and duties;

● a comparison to grant levels of other executive officers;

● individual named executive officers ’ performance;

● our corporate performance;

● our total equity compensation costs relative to total expenses;

The Compensation Committee does not take into consideration an executive’s aggregate equity holdings or equity carrying value in determining annual long-term equity incentive awards.

In 2021, the DeepGreen board prior to the Business Combination and our Compensation Committee approved the grant of equity awards to our Named Executive Officers.

They considered, to the extent applicable, our corporate performance and individual contributions in 2021 as well as in prior years.

The Compensation Committee determined the value of each equity award as time-based RSUs that vest one-third per year over three years based on the potential equity compensation expense and the target award size, as well as the retention and incentive aspects of the award.

The total value was also informed by the competitive analysis conducted by FW Cook, an independent compensation consulting firm engaged by our Compensation Committee to provide competitive market data as well as advice on pay levels and compensation program structure.

The stock awards disclosed in the summary compensation table below represent the RSUs approved by our Compensation Committee, which were issued and valued on November 22, 2021, using a share price of $3.20.

Option awards disclosed in the summary compensation table below were granted by the DeepGreen board on March 4, 2021 and were valued on that date using a Black-Scholes valuation model, which ascribed a fair value between $5.42 and $5.59 per option.

Summary Compensation Table

The following table shows information concerning the annual compensation for services provided to us by our NEOs for the fiscal year ended December 31, 2021 and 2020.

Name and Principal Position

Gerard Barron,

Chief Executive Officer

Anthony O’Sullivan,

Chief Development Officer

Chief Strategy Officer

(1) For the year ended December 31, 2021, the Company awarded an annual STIP bonus at 70% of target in the form of RSUs.

The number of RSUs granted is 180,869 units for Gerard Barron, 101,372 units for Anthony O'Sullivan, and 84,299 units for Erika Ilves.

The RSUs were granted on February 9, 2022 and were fully vested upon the grant date (at a fair value per RSU of $1.64).

(2) Stock awards consists of RSUs granted during the year ended December 31, 2021.

The grant date fair value is computed based on the closing market price on the date of grant in accordance with FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).

(3) The amounts shown in this column represents the aggregate grant date fair value of the time-based stock option awards and performance-based stock option awards granted by DeepGreen prior to the Business Combination, computed in accordance with FASB ASC Topic 718.

Under SEC rules, these performance-based option awards are valued based on the probable outcome of the performance conditions associated with these awards, which a portion was determined to be not probable at grant.

As a result, the amount determined to be not probable at grant in respect to the performance-based stock options granted in 2021 has been excluded in the table above.

The grant date fair value of these performance-based stock option awards, assuming the performance conditions are achieved in full, is $15,954,495 for Gerard Barron, $6,815,302 for Anthony O’Sullivan, and $7,054,804 for Erika Ilves.

Additional information can be found in note 16 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2021.

(4) Consists of Australian superannuation contributions made by TMC/DeepGreen during the years 2021 and 2020.

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table sets forth certain information regarding outstanding equity awards held by the NEOs as of December 31, 2021.

Option Awards

units of stock

that have not

Unexercisable

Gerard Barron

Anthony O’Sullivan

(1) These stock options vest as follows, subject to continued service through each vesting threshold:

(i) 25% if our market capitalization equals or exceeds $3.0 billion;

(ii) 35% if our market capitalization equals or exceeds $6.0 billion;

(iii) 20% if the International Seabed Authority grants us an exploitation contract;

and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract.

(2) Stock awards consists of RSUs that were granted on November 22, 2021 and vest one third on each anniversary of the grant date.

(3) Market value of shares based on TMC’s closing market share price at December 31, 2021.

Other Compensation and Benefits

We believe that establishing a competitive benefit package consistent with companies with which we compete for employees is an important factor in attracting and retaining talented employees.

Thus, we provide our Named Executive Officers with employee benefits on the same basis as offered to our full time non-executive employees, including health and dental benefits and a 401(k) plan (or equivalent as determined by employee’s jurisdiction of employment).

Employment Arrangements

DeepGreen entered into an employment agreement with Mr.

Gerard Barron on January 1, 2018, an employment agreement with Mr.

Anthony O’Sullivan on July 25, 2017, and an employment agreement with Ms.

Erika Ilves on September 1, 2018, each in connection with their services as executive officers with DeepGreen, the material terms of which are described below.

In addition, each NEO has agreed to non-competition, non-solicitation and non-interference covenants that apply during the term of employment and for 12 months thereafter, as well as assignment of intellectual property and confidentiality obligations, each as set forth in his or her respective employment agreement.

Barron began his current position as DeepGreen’s Chief Executive Officer in January 2018.

O’Sullivan began his current position as DeepGreen’s Chief Development Officer in July 2017.

Ilves began her current position as Head of Strategy and Business Development in September 2018 and continues as our Chief Strategy Officer.

Gerard Barron

DeepGreen entered into an employment agreement with Mr.

Barron, who accepted and commenced his role as DeepGreen’s Chief Executive Officer on the agreement effective date, January 1, 2018 (the “Barron Employment Agreement”).

Under the Barron Employment Agreement, Mr.

Barron’s initial annual base salary was $450,000, which DeepGreen agreed to review on a year-to-year basis, in accordance with DeepGreen’s payroll practices.

Barron’s current annual base salary is $565,000.

In addition, DeepGreen issued Mr.

Barron up to 187,500 common shares, upon the execution of the Barron Employment Agreement, to be paid in lieu of cash for services provided by Mr.

Barron from July 2017 through November 2017.

As DeepGreen’s Chief Executive Officer, Mr.

Barron is eligible to participate in DeepGreen’s benefit plans and to be considered for an annual performance incentive bonus, to be granted at the discretion of the board of directors on a year-to-year basis (the “Employment Bonus”).

Under the Barron Employment Agreement, if Mr.

Barron is deemed eligible to receive an Employment Bonus for a particular year, then the terms of such Employment Bonus shall be provided under a separate agreement and paid as soon as practicable after the first quarter of the first financial year following the year that Mr.

Barron earns such bonus.

Pursuant to the Barron Employment Agreement, Mr.

Barron also received an option grant for 3,473,586 shares of DeepGreen common shares, at an exercise price of $0.65 per share, subject to the terms and conditions set forth in a stock option agreement between the parties, dated July 23, 2018 (the “Barron Stock Option Agreement”).

Under the Barron Stock Option Agreement, the parties agreed that (i) 2,894,655 options would be issued as part of DeepGreen’s Long-Term Incentive Plan, with (x) 60% of such shares vesting in equal 20% installments on each of January 1, 2019, January 1, 2020 and January 1, 2021, and (y) 20% of such shares vesting upon the DeepGreen raising $20,000,000 in cash following the date of grant and (z) 20% of such shares vesting upon DeepGreen raising a total of $40,000,000 in cash following the date of grant, provided that Mr.

Barron remained an employee of DeepGreen on such dates, and (ii) 578,931 options would be issued as part of Mr.

Barron’s board of directors remuneration, with 50% of such shares vesting as of the grant date and 50% of such shares vesting as of January 1, 2019.

Any vested options under the Barron Stock Option Agreement are set to expire on June 1, 2028.

All stock options granted to Mr.

Barron are governed by the terms of the DeepGreen Plan (as defined below), as well as the Barron Stock Option Agreement.

In the event that Mr.

Barron’s employment with DeepGreen is terminated without cause, Mr.

Barron will receive a payment equal to either (i) 3 months of his then annual base salary, or (ii) in the event that DeepGreen had raised (y) $20,000,000 in equity as of January 1, 2018 and (z) DeepGreen has greater than $10,000,000 cash-on-hand as of the date of such termination, then Mr.

Barron shall receive an amount equal to 12 months of his base salary as a salary continuance in accordance with the Barron Employment Agreement and DeepGreen’s standard monthly payroll practices (the “Barron Severance Benefits”).

In the event that, following a change of control of DeepGreen, Mr.

Barron is terminated without “cause” or resigns as a result of a “triggering event,” Mr.

Baron will also be eligible to receive the Barron Severance Benefits.

Anthony O’Sullivan

DeepGreen entered into an employment agreement with Mr.

O’Sullivan, who accepted and commenced his role as DeepGreen’s Chief Development Officer on July 25, 2017 (the “O’Sullivan Employment Agreement”).

Pursuant to the terms of the O’Sullivan Employment Agreement, Mr.

O’Sullivan’s initial annual base salary was equal to AUD$400,000, less applicable deductions (including Australian Pay As You Go withholding tax or such other withholding tax applicable to the jurisdiction in which Mr.

O’Sullivan resides at the time).

O”Sullivan current annual base salary is US$475,000.

DeepGreen agreed to review the initial annual base salary on a year-to-year basis in accordance with the terms of the agreement.

O’Sullivan is eligible to participate in DeepGreen’s employee benefit plans, short-term incentive plan and the long-term incentive plan.

In connection with his hiring, Mr.

O’Sullivan was granted certain stock options pursuant to the DeepGreen Plan.

Subject to the terms and conditions set forth by that certain stock option agreement, made effective July 23, 2018, by and between DeepGreen and Mr.

O’Sullivan (the “Sullivan Stock Option Agreement”), Mr.

Sullivan was granted 2,026,258 common shares at an exercise price of $0.65 per share, subject to (i) thirty-four percent (34%) of the shares vesting as of the grant date, (ii) thirty-three percent (33%) of the shares vesting on June 1, 2019, and (iii) thirty-three percent (33%) of the shares vesting on June 1, 2020, provided that Mr.

O’Sullivan remains an employee of DeepGreen on such dates.

The vested options are set to expire on June 1, 2028, under the vesting and expiration conditions of the Sullivan Stock Option Agreement.

In the event that Mr.

O’Sullivan’s employment with DeepGreen is terminated, then any unvested options will expire on the Termination Date.

O’Sullivan’s employment with DeepGreen is terminated without “cause” or, within six months following a change of control of DeepGreen, Mr.

O’Sullivan experiences a “triggering event,” Mr.

O’Sullivan will receive any earned, but unpaid, annual bonus.

DeepGreen entered into an employment agreement with Ms.

Ilves, who accepted and commenced her role as DeepGreen’s Head of Strategy and Business Development on September 1, 2018 (the “Ilves Employment Agreement”).

Pursuant to the terms of the Ilves Employment Agreement, Ms.

Ilves’ initial annual base salary was $180,000, which increased to $300,000 per annum, effective January 1, 2019.

Ilves’ current annual base salary is $395,000.

As a DeepGreen employee, Ms.

Ilves is eligible to participate in DeepGreen’s employee benefit plans, short term incentive plan and long-term incentive plan.

In connection with her hiring, Ms.

Ilves was granted certain stock options under the DeepGreen Plan, subject to the terms and conditions set forth by her stock option agreement with DeepGreen, dated September 1, 2018 (the “Ilves Stock Option Agreement”).

Under the Ilves Stock Option Agreement, Ms.

Ilves was granted 1,099,968 common shares, at an exercise price of $0.65 per share, subject to (i) thirty-four percent (34%) of the shares vesting as of the grant date, (ii) thirty-three percent (33%) of the shares vesting on September 1, 2019, and (iii) thirty-three percent (33%) of the shares vesting on September 1, 2020.

The vested options are set to expire on June 1, 2028 under the vesting and expiration conditions of the Ilves Stock Option Agreement.

Ilves’ employment with DeepGreen is terminated without “cause” or, within six months following a change of control of DeepGreen, Ms.

Ilves experiences a “triggering event,” Ms.

Ilves will receive any earned, but unpaid, annual bonus.

A “triggering event” is generally defined under the employment agreements as a material adverse change to any of the employee’s duties, powers or title as they existed immediately prior to a change of control, a material adverse change in the office or body to whom the employee reports immediately prior to a change in control, the employee being required to work more than 50 km from the employee’s primary place of work, or a material adverse change in the employee’s remuneration.

Employee Benefits

Our NEOs participate in employee benefit programs available to its employees generally.

DeepGreen did not maintain any executive-specific benefit or perquisite programs in 2021.

Stock Option Plans and Stock Option Awards

DeepGreen Plan

As a consequence of the Business Combination, we adopted and assumed the DeepGreen Metals Inc.

Stock Option Plan, as amended (the “DeepGreen Plan”), and each option to purchase DeepGreen Common Shares, whether vested or unvested, that was outstanding immediately prior to the time the arrangement pursuant to the court-approved plan of arrangement became effective (the “Effective Time”) was assumed by us and became an option (vested or unvested, as applicable) to purchase a number of our Common Shares equal to the number of DeepGreen Common Shares subject to such option immediately prior to the Effective Time multiplied by the Per Share Consideration, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Per Share Consideration, rounded up to the nearest whole cent.

No further awards will be granted out of the DeepGreen Plan.

The DeepGreen Board adopted, and DeepGreen’s shareholders approved, the DeepGreen Plan on September 17, 2013.

The DeepGreen Plan has been periodically amended, most notably:

on July 23, 2018 in order to increase the number of shares of DeepGreen common shares available for issuance pursuant to the DeepGreen Plan to a maximum of 20% of the issued and outstanding common shares, and on May 16, 2019 in order to clarify the application with respect to certain provisions of employee scheme legislation in Australia.

The DeepGreen Plan permits the grant of options of DeepGreen’s common shares, as defined by the DeepGreen Plan (the “Options”).

Options may be granted only to (i) a bona fide director, senior officer, employee of DeepGreen, (ii) a company that is wholly-owned by any of the foregoing, or (iii) a consultant of DeepGreen.

The board of directors, in its sole discretion, may accelerate the vesting of any unexercised options in accordance with the change of control provisions set forth in the DeepGreen Plan.

The board of directors is authorized to administer the DeepGreen Plan.

In addition, consistent with the terms of the DeepGreen Plan, the board of directors may determine the number of shares issuable for the exercise of each Option, the Option Price, as defined by the DeepGreen Plan, and the times when any such Options will be granted, exercisable and expire under the DeepGreen Plan.

No further awards will be granted pursuant to the DeepGreen Plan.

Upon any time when an Option granted under the DeepGreen Plan remains unexercised with respect to any common shares and a transaction is proposed that the majority of the board of directors determines is reasonably likely to be considered a Change of Control Event, as defined by the DeepGreen Plan (a “Change of Control Event”), then the board of directors, in its sole discretion, may require that:

(i) DeepGreen accelerate the vesting of the Option and the time for the fulfilment of any conditions or restrictions on such vesting;

(ii) the Option granted under the DeepGreen Plan be exercised (whether or not such Option has vested at any time up to and including (but not after) the effective time of the Change of Control Event, and any Options not exercised by the effective time of the Change of Control Event will be deemed to have expired;

(iii) the Option granted under the DeepGreen Plan, if acceptable by the holder, be cancelled by DeepGreen for a cash payment equal to the difference between (y) the closing price of such shares on a trading day that is a determined number of days prior to the effective time of the Change of Control Event and (z) the price of the Option;

or (iv) the Option granted under the DeepGreen Plan be exchanged for an Option to acquire the number of securities as are distributed to the securityholders of DeepGreen equal to (y) the exchange ratio of the shares multiplied by (z) the number of shares subject to such Option immediately prior to the effective time of the Change of Control Event, provided that any such replacement Option survives for a period of not less than one year from the effective time of the Change of Control Event, regardless of the continuing directorship, officership or employment of the holder.

The board of directors may amend, suspend, or terminate the DeepGreen Plan at any time.

The board of directors Board must obtain shareholder approval of any plan amendment to the extent required by the DeepGreen Plan.

TMC Incentive Equity Plan

The TMC the metals company Inc.

2021 Incentive Equity Plan (the “TMC Incentive Equity Plan”) allows for grants, under the direction of the board of directors or compensation committee, as the plan administrator, of stock options, stock appreciation rights, restricted stock awards, stock awards, restricted share units and other stock or equity-related cash-based awards to employees, consultants and non-employee directors who, in the opinion of the plan administrator, are in a position to make a significant contribution to our long-term success.

All of our employees, non-employee directors and consultants and our affiliates will be eligible to participate in the TMC Incentive Equity Plan.

Shares Available for Issuance

The TMC Incentive Equity Plan provides for the future issuance of 24,682,385 Common Shares, provided that 1/11 of the Common Shares available under the Plan will only be available to our non-employee directors.

Notwithstanding the foregoing, the number of future shares that may be issued will increase automatically on the first day of each fiscal year during the period beginning with fiscal year 2022 and ending on the tenth anniversary of the closing of the Business Combination, equal to the lesser of (a) 4% of the number of outstanding Common Shares on such date, and (b) an amount determined by the plan administrator.

Generally, Common Shares reserved for awards under the TMC Incentive Equity Plan that lapse or are forfeited or cancelled will be added back to the share reserve available for future awards.

However, shares delivered to or withheld to pay withholding taxes or any applicable exercise price will not be available for issuance under the TMC Incentive Equity Plan.

In addition, any shares repurchased on the open market using exercise price proceeds will not be available for issuance under the TMC Incentive Equity Plan.

The aggregate grant date fair value of shares granted to any non-employee director under the TMC Incentive Equity Plan and any other cash compensation paid to any non-employee director in any calendar year may not exceed $500,000;

increased to $750,000 in the year in which such non-employee director initially joins the board of directors.

Stock Options

The terms and conditions of our ability to grant stock options are governed by the TMC Incentive Equity Plan.

Notably, we have established a sub-plan to the TMC Incentive Equity Plan (the “U.S.

Sub-Plan”) for the purpose of granting stock options to employees who are residents of the United States or who are or may become subject to U.S.

Stock options granted under the U.S.

Sub-Plan may either be incentive stock options, which are intended to satisfy the requirements of Section 422 of the Code, or non-qualified stock options.

Incentive stock options may be granted to employees of TMC and its affiliates, and the aggregate fair market value of a Common Share determined at the time of grant with respect to incentive stock options that are exercisable for the first time by a participant during any calendar year may not exceed $100,000.

Non-qualified options may be granted to our employees, non-employee directors and consultants and our affiliates.

If an incentive stock option is granted to an individual who owns 10% or less of the combined voting power of all classes of our stock or our affiliate, the exercise price of the stock option may not be less than 100% of the fair market value of the Common Shares on the date of grant, and the term of the stock option may not be longer than ten years.

If an incentive stock option is granted to an individual who owns more than 10% of the combined voting power of all classes of our stock of or our affiliate, the exercise price of the stock option may not be less than 110% of the fair market value of the Common Shares on the date of grant, and the term of the stock option may not be longer than five years.

Award agreements for stock options include rules for exercise of the stock options after termination of service.

Options may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement.

Generally, stock options will be exercisable for three months after termination of service for any reason other than death or total and permanent disability, and for one (1) year after termination of service on account of death or total and permanent disability but will not be exercisable if the termination of service was due to cause.

Restricted Stock

Restricted stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain time or performance-based vesting conditions.

If the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock is forfeited.

During the restricted period, the holder of restricted stock has the rights and privileges of a regular shareholder, except that generally dividend equivalents may accrue but will not be paid during the restricted period, and the restrictions set forth in the applicable award agreement apply.

For example, the holder of restricted stock may vote the restricted shares, but he or she may not sell the shares until the restrictions are lifted.

Restricted Share Units

Restricted share units vest in accordance with terms and conditions established by the plan administrator and when the applicable restrictions lapse, the grantee will be entitled to receive a payout in cash, shares or a combination thereof based on the number of restricted share units as specified in the award agreement.

Dividend equivalents may accrue but will not be paid prior to and only to the extent that, the restricted stock unit award vests.

The holder of restricted share units does not have the rights and privileges of a regular shareholder, including the ability to vote the restricted share units.

Other Share-Based Awards and Performance-Based Awards

The TMC Incentive Equity Plan also authorizes the grant of other types of share-based compensation including, but not limited to share appreciation rights and unrestricted share awards.

The plan administrator may award such share-based awards subject to such conditions and restrictions as it may determine.

We may grant an award conditioned on satisfaction of certain performance criteria.

Such performance-based awards also include performance-based restricted shares and restricted share units.

Any dividends or dividend equivalents payable or credited to a participant with respect to any unvested performance-based award will be subject to the same performance goals as the shares or units underlying the performance-based award.

Plan Administration

In accordance with the terms of the TMC Incentive Equity Plan, the board of directors may administer the TMC Incentive Equity Plan or authorize the compensation committee to administer the TMC Incentive Equity Plan.

The compensation committee may delegate part of its authority and powers under the TMC Incentive Equity Plan to one or more of our directors and/or officers, but only the compensation committee can make awards to participants who are subject to the reporting and other requirements of Section 16 of the Exchange Act.

In accordance with the provisions of the TMC Incentive Equity Plan, the plan administrator determines the terms of awards, including, which employees, directors and consultants will be granted awards, the number of shares subject to each award, the vesting provisions of each award, the termination or cancellation provisions applicable to awards, and all other terms and conditions upon which each award may be granted in accordance with the TMC Incentive Equity Plan.

In addition, the plan administrator may, in its discretion, amend any term or condition of an outstanding award provided (i) such term or condition as amended is not prohibited by the TMC Incentive Equity Plan and does not require shareholder approval under the rules of Nasdaq, and (ii) any such amendment will be made only with the consent of the participant to whom such award was made, if the amendment is adverse to the participant unless such amendment is required by applicable law or necessary to preserve the economic value of such award.

Stock Dividends and Stock Splits

If the Common Shares are subdivided or combined into a greater or smaller number of shares or if we issue any common shares as a stock dividend, the number of common shares deliverable upon exercise of an option issued or upon issuance of an award will be appropriately increased or decreased proportionately, and appropriate adjustments will be made in the exercise price per share of stock options or purchase price, if any, and performance goals applicable to performance-based awards, if any, to reflect such subdivision, combination or stock dividend.

Corporate Transactions

Upon a merger or other reorganization event, the plan administrator or the board of directors of any entity assuming our obligations may take any one or more of the following actions pursuant to the TMC Incentive Equity Plan, as to some or all outstanding options and awards:

● provide that all outstanding options will be assumed or substituted by the successor corporation;

● upon written notice to a participant, provide that the participant ’ s unexercised options must be exercised within a specified number of days of the date of such notice, at the end of which period such unexercised options will terminate;

● in the event of a merger pursuant to which holders of Common Shares will receive a cash payment for each share surrendered in the merger, make or provide for a cash payment to option holder participants equal to the difference between the merger price times the number of Common Shares subject to such outstanding options, and the aggregate exercise price of all such outstanding options, in exchange for the termination of such options;

● with respect to other stock awards, provide that outstanding awards will be assumed or substituted by the successor corporation;

● with respect to stock awards, and in lieu of any of the foregoing, provide that, upon consummation of the transaction, each outstanding stock award will be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such transaction to a holder of the number of Common Shares comprising such award (to the extent such stock grant or award is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the board of directors or an authorized committee, all forfeiture and repurchase rights being waived upon such transaction);

● upon consummation of a Corporate Transaction, to the extent not assumed or substituted by the successor or cashed out, the outstanding awards will terminate.

Amendment and Termination

The TMC Incentive Equity Plan may be amended by our shareholders.

It may also be amended by the board of directors or the compensation committee, provided that any amendment which is of a scope that requires shareholder approval as required by (i) the rules of Nasdaq or (ii) for any other reason, is subject to obtaining such shareholder approval.

However, no such action may adversely affect any rights under any outstanding award without the holder’s consent unless such amendment is required by applicable law or necessary to preserve the economic value of such award.

Duration of Plan

The TMC Incentive Equity Plan will expire by its terms in April 2031.

Director Compensation

On September 9, 2021, we adopted a non-employee director compensation policy.

Pursuant to the policy, the annual cash retainer for non-employee directors is $90,000.

Annual cash retainers for committee membership are as follows:

Lead director

Audit Committee chairperson

Audit Committee member

Compensation Committee chairperson

Compensation Committee member

Nominating and Corporate Governance Committee chairperson

Nominating and Corporate Governance Committee member

Sustainability and Innovation Committee chairperson

Sustainability and Innovation Committee member

These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on the board of directors, on such committee or in such position.

Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which they serve and in connection with other business related to the board of directors.

Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time.

In addition, we grant to new non-employee directors upon their initial election to the board of directors a number of restricted share units (“RSUs”) (each RSU relating to one share of Common Shares), having an aggregate fair market value equal to $100,000, determined by dividing (A) $100,000 by (B) the closing price of the Common Shares on Nasdaq on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors.

Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the non-employee director’s continued service as a director on the applicable vesting dates.

The table below summarizes the compensation of each person serving as a non-employee director of TMC and DeepGreen for the fiscal year ended December 31, 2021.

Gerard Barron, our Chief Executive Officer, did not receive any additional compensation for his service as a director of DeepGreen in 2021.

The compensation of Mr.

Barron as a NEO is set forth above under “ — Summary Compensation Table .”

Andrei Karkar

Scott Leonard

Scott Honour (2)

Isaac Barchas

All officers, directors and director nominees as a group (six individuals)

Periscope Capital (3) .

Glazer Capital, LLC (4)

* Less than one percent.

(1) Unless otherwise noted, the business address of each of our shareholders

is 1601 Bryan Street, Suite 4141, Dallas, TX 75201.

(2) Scott Leonard and Scott Honour are the managers of our sponsor and

share voting and dispositive power over the securities held by our sponsor and therefore

each may be deemed to be a beneficial owner thereof.

(3) The address of Periscope Capital Inc.

is 333 Bay Street, Suite 1240,

Toronto, Ontario, Canada M5H 2R2, based on a Schedule 13G filed on February 16,

2021 (the “Periscope 13G”).

According to the Periscope 13G, Periscope Capital

beneficially owns 1,282,132 shares of Class A ordinary shares and acts as investment

manager of, and exercises investment discretion with respect to, certain private investment

funds that collectively directly own 464,477 Class A ordinary shares.

(4) The address of Glazer Capital, LLC (“Glazer Capital”)

is 250 West 55th Street, Suite 30A, New York, New York 10019, based on a Schedule 13G/A

filed on February 16, 2021 (the “Glazer 13G”).

According to the Adage

Paul Glazer (“Mr.

Glazer”) is the managing member of Glazer Capital

and therefore Mr.

Glazer may be deemed to have beneficial ownership of the shares of

Class A ordinary shares directly owned by Glazer Capital.

Our Sponsor, officers and directors

are deemed to be our “promoter”

as such term is defined under the federal securities laws.

Changes in Control

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Amelia Kinahoi-Saimomua

Christian Madsbjerg

Jonas Munch Agerskov

Brian Paes-Braga

(1) Consists of 8,032 RSUs granted during the year ended December 31, 2021.

The grant date fair value is computed based on the closing market price on the date of grant in accordance with ASC 718.

(2) Consists of 63,682 STIP options and 126,407 LTIP options granted under the DeepGreen Plan during the year ended December 31, 2021.

Refer to note 16 in the Company ’ s audited consolidated financial statement for details on the grant date fair value of the option awards , computed in accordance with ASC 718.

(3) Consists of 5,789 STIP options and 101,126 LTIP options granted under the DeepGreen Plan during the year ended December 31, 2021.

Refer to note 16 in the Company ’ s audited consolidated financial statement for details on the grant date fair value of the option awards , computed in accordance with ASC 718.

(4) Consists of 126,407 LTIP options granted under the DeepGreen Plan during the year ended December 31, 2021.

Refer to note 16 in the Company ’ s audited consolidated financial statement for details on the grant date fair value of the option awards, computed in accordance with ASC 718.

The following lists all outstanding equity awards held by non-employee directors as of December 31, 2021:

Shares or Units

Shares Underlying

of Stock That

Have Not Vested

Andrei Karkar

Scott Leonard

Amelia Kinahoi-Saimomua

Christian Madsbjerg

Jonas Munch Agerskov

Brian Paes-Braga

(1) Consists of STIP options granted under the DeepGreen Plan which are fully vested, and have an exercise price ranging from $0.52 to $2.60 and expiration date between February 17, 2026 to June 30, 2028 and LTIP options granted under the DeepGreen Plan which vest as follows, subject to continued service through each vesting threshold:

(i) 25% if our market capitalization equals or exceeds $3.0 billion;

(ii) 35% if our market capitalization equals or exceeds $6.0 billion;

(iii) 20% if the International Seabed Authority grants us an exploitation contract;

and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract.

LTIP options have an exercise period of $0.65 and expiration date of June 1, 2028.

(2) Consists of RSUs which vests in thirds on each anniversary of the grant date.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of the Common Shares as of February 28, 2022 by:

● each person known to the Company to be the beneficial owner of more than 5% of outstanding Common Shares;

● each of the Company ’ s executive officers and directors;

● all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Common Shares issuable upon exercise of options and warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total ownership and total voting power of the beneficial owner thereof.

The beneficial ownership of Common Shares is based on 226,828,919 Common Shares issued and outstanding as of February 28, 2022.

Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of the Common Shares beneficially owned by them.

Unless otherwise indicated, the business address of each of the following entities or individuals is c/o TMC the metals company Inc., 595 Howe Street, 10 th Floor, Vancouver, British Columbia, Canada V6C 2T5.

Name and Address of Beneficial Owner

Directors and Executive Officers:

Gerard Barron (2)

Anthony O’Sullivan (3)

Erika Ilves (4)

Craig Shesky (5)

Gregory Stone (6)

Christelle Gedeon (7)

Gina Stryker (8)

Christian Madsbjerg (9)

Andrei Karkar (10)

Amelia Kinahoi Siamomua

Kathleen McAllister

All Directors and Executive Officers of the Company as a Group (11 Individuals) (11)

Five Percent Holders:

ERAS Capital (12)

Maersk Supply Service A/S (13)

Allseas Group S.A.

Indicates beneficial ownership of less than 1%.

(1) Excludes Special Shares.

(2) Consists of (i) 14,487,559 Common Shares, (ii) 4,078,044 Common Shares underlying options that are exercisable within 60 days of February 28, 2022, and (iii) 89,394 Common Shares underlying warrants held by Mr.

Does not include 2,275,334 Common Shares underlying options that are not exercisable and 781,250 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by Mr.

(3) Consists of (i) 575,110 Common Shares held by The O ’ Sullivan Family Trust No.

1 and 101,372 Common Shares held by Mr.

O ’ Sullivan, (ii) 685,672 Common Shares underlying options that are exercisable within 60 days of February 28, 2022 held by Mr.

O ’ Sullivan.

Does not include 1,011,259 Common Shares underlying options that are not exercisable and 312,500 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by O ’ Sullivan.

Anthony O ’ Sullivan is the sole director of JOZEM Pty Ltd.

which is the trustee of The O ’ Sullivan Family Trust No.

(4) Consists of (i) 301,398 Common Shares held by Ms.

Ilves, (ii) 1,362,077 Common Shares underlying options that are exercisable within 60 days of February 28, 2022 held by Ms.

Ilves, and (iii) 30,682 Common Shares held of record by Ms.

Ilves ’ children.

Does not include 1,011,259 Common Shares underlying options that are not exercisable and 234,375 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by Ms.

(5) Consists of 428,941 Common Shares and (ii) 135,084 Common Shares underlying options that are exercisable within 60 days of February 28, 2022 held by Mr.

Does not include 522,981 Common Shares underlying options that are not exercisable and 234,375 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by Mr.

(6) Consists of (i) 109,903 Common Shares and (ii) 1,323,613 Common Shares underlying options that are exercisable within 60 days of February 28, 2022 held by Mr.

Does not include 505,630 Common Shares underlying options that are not exercisable and 156,250 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by Dr.

(7) Consists of (i) 21,894 Common Shares held by Ms.

Does not include 265,625 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by Ms.

(8) Consists of (i) 151,585 Common Shares held by Ms.

Stryker, (ii) 147,672 Common Shares held by the Gina Thomas Stryker 2008 Children ’ s Trust U/A DTD 12/09/2008 JRT, (iii) 147,672 Common Shares held by the Gina Thomas Stryker 2008 Children ’ s Trust U/A DTD 12/09/2008 MET, (iv) 209,221 Common Shares underlying warrants held by Ms.

Stryker, (v) 202,528 Common Shares underlying warrants held by the Gina Thomas Stryker 2008 Children ’ s Trust U/A DTD 12/09/2008 JRT and (vi) 202,528 Common Shares underlying warrants held by the Gina Thomas Stryker 2008 Children ’ s Trust U/A DTD 12/09/2008 MET.

Stryker is the trustee of each of these trusts.

(9) Consists of 590,509 Common Shares underlying options that are exercisable within 60 days of February 2, 2022 held by Mr.

Does not include 126,407 Common Shares underlying options that are not exercisable and 8,032 Common Shares underlying restricted share units that do not vest within 60 days of February 28, 2022 held by Mr.

(10) Consists of (i) 642,613 Common Shares underlying options that are exercisable within 60 days of February 28, 2022 held by Mr.

Karkar, (ii) 43,620,976 Common Shares held by ERAS Capital LLC ( “ ERAS ” ), and (iii) 1,414,716 Common Shares underlying warrants held by ERAS.

Karkar has voting and dispositive control over the securities held by ERAS and therefore Mr.

Karkar may be deemed to have beneficial ownership of the shares held by ERAS.

(11) See footnotes 2 through 10.

(12) The address of ERAS is 323 Marina Boulevard, San Francisco, California 94123.

Consists of (i) 43,620,976 Common Shares and (ii) 1,414,716 Common Shares issuable upon exercise of warrants owned by ERAS.

Andrei Karkar has voting and dispositive control over the securities held by ERAS and therefore Mr.

Karkar may be deemed to have beneficial ownership of the shares held by ERAS.

(13) The address of Maersk Supply Service A/S is Esplanaden 50 Copenhagen K, DK-1098 Denmark.

Maersk Supply Service A/S is a subsidiary of AP Moller-Maersk A/S.

(14) The address of Allseas Group S.A.

is 18 Route de Pra de Plan, Case Postale, 411 1618 Chatel-Saint-Denis, Switzerland.

Excludes 1,000,000 Common Shares held by Argentum Cedit Virtuti GCV, which has an ownership interest in Allseas Group S.

A., to which Allseas Group, S.A.

does not have voting or investment power with respect thereto.

Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of December 31, 2021.

Number of securities

remaining available

Number of securities

for future issuance

Weighted-average

upon exercise

exercise price of

compensation plans

of outstanding options,

outstanding options,

(excluding securities

Plan category

warrants and rights

reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) Consists of (i) 25,287,670 shares to be issued upon exercise of outstanding options under the DeepGreen Plan and (ii) 3,946,630 shares to be issued upon exercise of outstanding RSUs under the TMC Incentive Equity Plan.

(2) Consists of the weighted-average exercise price of the 25,287,670 options outstanding on December 31, 2021.

(3) Consists of shares that remained available for future issuance under the TMC Incentive Equity Plan as of December 31, 2021.

No shares remained available for future issuance under the DeepGreen Plan as of December 31, 2021.

The TMC Incentive Equity Plan has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the TMC Incentive Equity Plan to be added on the first day of each fiscal year, beginning in fiscal year 2022 and ending on the tenth anniversary of the closing of the Business Combination.

The evergreen provides for an automatic increase in the number of shares available for issuance equal to the lesser of (i) 4% of the number of outstanding Common Shares on such date and (ii) an amount determined by the plan administr ator.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Person Transactions — SOAC

Founder Shares

December 31, 2019, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs

in consideration of 8,625,000 Class B ordinary shares, par value $0.0001.

Of these, an aggregate of up to 1,125,000 shares

were subject to forfeiture to the company by the Sponsor for no consideration to the extent that the underwriter’s

over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 20% of

the company’s issued and outstanding ordinary shares after the initial public offering.

The over-allotment option

expired in June 2020;

thus, an aggregate of 1,125,000 Class B ordinary shares was forfeited accordingly.

As of December

31, 2020, there were 7,500,000 Class B ordinary shares outstanding.

March 2020, the Sponsor transferred 30,000 founder shares to each of the Company’s independent directors.

Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business

Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will

equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and

outstanding upon completion of the initial public offering, plus (ii) the total number of Class A ordinary shares issued or

deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by

the company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A

ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be

issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon

conversion of working capital loans.

Any conversion of Class B ordinary shares will take effect as a compulsory redemption of

Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

In no event will the

Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

The Sponsor had agreed to

forfeit up to 1,125,000 founder shares to the extent that the over-allotment option was not exercised in full by the

underwriter so that the founder shares will represent 20.0% of the Company’s issued and outstanding shares after the

initial public offering.

On December 31, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of SOAC’s Class B ordinary shares, par value $0.0001 for an aggregate price of $25,000.

In March 2020, the Sponsor transferred 30,000 Founder Shares to each of SOAC’s independent directors.

The Founder Shares became our common shares prior to the Business Combination.

The Sponsor had agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder Shares will represent 20% of SOAC’s issued and outstanding shares after the initial public offering.

The over-allotment option expired in June 2020;

thus, these founder shares were forfeited

Except as described herein,

the Sponsor and SOAC’s directors and executive officers have agreed not to transfer, assign or sell any of their founder

shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our

initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share

(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the

date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Any permitted transferees will be subject

to the same restrictions and other agreements of our Sponsor with respect to any founder shares.

thus, these Founder Shares were forfeited accordingly.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial business combination;

or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which SOAC completes a liquidation, merger, share exchange or other similar transaction that results in all of SOAC’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the consummation

of our initial public offering, we completed the sale of Private Placement Warrants to our Sponsor in a private placement, generating

gross proceeds of $9.5 million.

Each Private Placement Warrant is exercisable for one (1) share of our Class A ordinary

shares at an exercise price of $11.50 per share.

A portion of the purchase price of the Private Placement Warrants was added to

the proceeds from our initial public offering held in the Trust Account.

If our initial business combination is not completed

by November 8, 2021, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund

the redemption of the Class A ordinary shares (subject to the requirements of applicable law) and the Private Placement Warrants

will expire worthless.

The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long

as they are held by the sponsor or its permitted transferees.

Our Sponsor agreed, subject

to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until thirty (30) days after the

completion of our initial business combination.

 Related Party Loans

On December 31, 2019, the Sponsor

agreed to loan the company an aggregate of up to $300,000 to cover expenses related to the initial public offering pursuant to

a promissory note (the “

Note ”).

This loan was non-interest bearing and payable upon the completion

of the initial public offering.

The Company borrowed approximately $163,000 under the Note and fully repaid this amount on May

In addition, in order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (“

Working Capital Loans ”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the

Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the

Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside

the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working

Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written

agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business

Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may

be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant.

The warrants would be identical

to the Private Placement Warrants.

To date, the Company had no borrowings under the Working Capital Loans.

Simultaneously with the closing of the initial public offering, SOAC consummated the private placement of 9,500,000 private placement warrants at a price of $1.00 per private placement warrant to the Sponsor, generating gross proceeds of $9.5 million with each private placement warrant exercisable for one whole Class A ordinary share at a price of $11.50 per share.

A portion of the proceeds from the sale of the private placement warrants was added to the proceeds from the initial public offering held in the trust account.

The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by permitted transferees.

The Sponsor and SOAC’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants until October 9, 2021.

Related Party Loans

On December 31, 2019, the Sponsor agreed to loan SOAC an aggregate of up to $300,000 to cover expenses related to SOAC’s initial public offering pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the initial public offering.

The Sponsor paid an aggregate of approximately $163,000 to cover expenses on SOAC’s behalf under the Note.

On May 8, 2020, SOAC repaid the Note in full.

Administrative Support Agreement

The Company entered into an

agreement, commencing on May 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its

liquidation, to reimburse the Sponsor a total of $10,000 per month for office space, secretarial and administrative services.

The Company incurred and paid $30,000 and $80,000 in expenses in connection with such services and recorded in general and administrative

expenses in the statements of operations for the three and twelve months ended December 31, 2020, respectively.

Policy for Approval of Related Party Transactions

Our audit committee must review

and approve any related person transaction we propose to enter into.

Our audit committee charter details the policies and procedures

relating to transactions that may present actual, potential or perceived conflicts of interest and may raise questions as to whether

such transactions are consistent with the best interest of our company and our shareholders.

A summary of such policies and procedures

is set forth below.

Any potential related party

transaction that is brought to the audit committee’s attention will be analyzed by the audit committee, in consultation

with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact,

constitute a related party transaction.

At its meetings, the audit committee will be provided with the details of each new, existing

or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction and the

benefits to us and to the relevant related party.

In determining whether to approve

a related party transaction, the audit committee must consider, among other factors, the following factors to the extent relevant:

● whether the terms

of the transaction are fair to us and on the same basis as would apply if the transaction

did not involve a related party;

● whether there are

business reasons for us to enter into the transaction;

● whether the transaction

would impair the independence of an outside director;

● whether the transaction

would present an improper conflict of interest for any director or executive officer;

● any pre-existing

contractual obligations.

Any member of the audit committee

who has an interest in the transaction under discussion must abstain from any voting regarding the transaction, but may, if so

requested by the chairman of the audit committee, participate in some or all of the audit committee’s discussions of the

Upon completion of its review of the transaction, the audit committee may determine to permit or to prohibit the

To further minimize conflicts

of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our

Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination

is fair to our company and our shareholders from a financial point of view.

No finder’s fees, reimbursements, consulting

fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors,

or any affiliate of our Sponsor or officers, for services rendered to us prior to, or in connection with any services rendered

in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which

will be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial

business combination:

● Repayment of up

to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering related

and organizational expenses;

● Payment to an affiliate

of our Sponsor of $10,000 per month, for up to 18 months, for office space, utilities

and secretarial and administrative support;

● Reimbursement for

any out-of-pocket expenses related to identifying, investigating and completing an initial

business combination;

● Repayment of loans

which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors to finance transaction costs in connection with an intended initial business

combination, the terms of which have not been determined nor have any written agreements

been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible

into warrants, at a price of $1.00 per warrant at the option of the lender.

Our audit committee reviews

on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary

of fees paid to Marcum LLP (“Marcum”), for services rendered.

consist of fees billed for professional services rendered for the audit of our financial statements for the period from December

18, 2019 (inception) through December 31, 2020, reviews of our quarterly financial statements and services that are normally provided

by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed

by Marcum LLP for audit fees, inclusive of required filings with the SEC for the period from December 18, 2019 (inception) through

December 31, 2020, and of services rendered in connection with our initial public offering, totaled $82,240.

SOAC entered into an agreement, commencing on May 8, 2020, through the earlier of the SOAC’s consummation of a Business Combination and its liquidation, to reimburse the Sponsor a total of $10,000 per month for office space, secretarial and administrative services.

SOAC incurred and paid $80,000 in expenses in connection with such services and recorded in general and administrative expenses in the statements of operations for each of the years ended December 31, 2021 and 2020.

PIPE Financing

In the private placement of common shares, consummated on September 9, 2021, Allseas Group SA and Argentum Cedit Virtuti, an affiliate of Allseas, purchased $20 million and $10 million of our Common Shares, respectively.

Certain Relationships and Related Person Transactions — Legacy DeepGreen

2019 Private Placement

In 2019, DeepGreen sold 11,793,764 DeepGreen Common Shares at a price per share ranging from $1.51 to $2.59 in a private placement transaction for total gross proceeds of $26,158,504.

In connection therewith, ERAS Capital, an entity controlled by Andrei Karkar and an owner of more than 5% of our Common Shares, purchased 3,308,177 shares in the offering for an aggregate purchase price of $5,000,000.

2020 Private Placement

In 2020, DeepGreen sold 6,553,409 DeepGreen Common Shares at a price per share of $3.11 in a private placement transaction for total gross proceeds of $20,375,712.

In connection therewith, (i) Gerard Barron, our Chief Executive Officer and Chairman of our board of directors and an owner of more than 5% of our Common Shares, purchased 241,800 DeepGreen Chares in the offering for an aggregate purchase price of $749,999 on August 7, 2020, and (ii) ERAS Capital, an entity controlled by Andrei Karkar and an owner of more than 5% of our Common Shares, purchased 2,412,212 DeepGreen Shares in the offering for an aggregate purchase price of $7,499,999 on July 13, 2020.

Consulting Agreements

DGE is party to a consulting agreement with SSCS Pte.

(“SSCS”), an entity that is wholly-owned by John Machin, our Head of Offshore Engineering, to manage offshore engineering studies.

Machin is also a director of DGE.

Consulting services during the year ended December 31, 2021 amounted to $275,000, and consulting services for the year ended December 31, 2020 amounted to $275,000.

As of December 31, 2021, the amount payable to SSCS amounted to $23,000.

Gregory Stone, our Chief Ocean Scientist, regularly provides consulting services to us through Ocean Renaissance LLC (“Ocean Renaissance”), where he is a principal.

Consulting services during the year ended December 31, 2021 amounted to $375,000, and consulting services during the year ended December 31, 2020 amounted to $366,667.

As of December 31, 2021, the additional amounts payable to Ocean Renaissance amounted to $nil.

On March 29, 2019, the Company and Allseas entered into a Strategic Alliance Agreement (“SAA”), which provides the foundation for DeepGreen and Allseas to conduct project development of an integrated offshore nodule collection system for the Company’s subsidiaries.

As initially constituted, Allseas agreed to subscribe for (i) 7.7 million DeepGreen Common Shares for a purchase price of $20,000,000 in cash (the “Subscription”), the entire amount of which was funded, and (ii) an additional 11.6 million common shares in exchange for services rendered by Allseas in respect of the contemplated pilot mining test system (the “PMTS”), which would be designed and built by Allseas.

The 11.6 million shares would only be issued upon completion of the PMTS (the “Success Fee Shares”), along with an additional $30 million cash success fee that would be payable simultaneously therewith.

The SAA also contemplated that the Company and Allseas would enter into other commercial arrangements following the successful completion of the PMTS.

On July 8, 2019, the Company and Allseas entered into the Pilot Mining Test Agreement (the “PMTA”), which governed the terms, design specifications, procedures, and timetable under which Allseas agreed to complete the PMTS, and which agreement is intended to be used by NORI.

The PMTA was subsequently amended on September 1, 2019, February 20, 2020, and March 4, 2021.

The SAA was also amended on March 4, 2021 (collectively with the PMTA amendment of the same date, the “Amendment”), which Amendment became effective upon closing of the Business Combination Under the PMTA, in exchange for Allseas’ development efforts, upon successful delivery of the pilot trial of the PMTS in NORI Area D by Allseas, we agreed to pay Allseas:

(a) $30.0 million in cash and (b) issue 11.6 million common shares.

On February 20, 2020, the PMTA was amended to recognize the acquisition by Allseas of the Hidden Gem , a former drillship to be converted into a surface production vessel that would first be used as part of the PMTS, and later as part of the commercial production system.

We paid an additional:

(a) $10.0 million in cash and (b) $10.0 million by issuing 3.2 million common shares valued at $3.11 per share.

On March 4, 2021 and June 30, 2021, the Company and Allseas further amended the PMTA whereby, instead of issuing 11.6 million common shares upon successful delivery of the pilot trial of the PMTS in NORI Area D, we issued the Allseas Warrant (Note 14).

The amendment on March 4, 2021 stipulated that if the market price of the Company’s common shares on June 1, 2022 is higher than $12.95 per common share, the aggregate value of the common shares underlying the Allseas Warrant above $150 million as at June 1, 2022 will automatically become a commercial credit from Allseas to the Company equal to the excess value.

This commercial credit will be effective on the vesting date of the Allseas Warrant and the Company will be able to exchange this excess value for any future goods and services from Allseas under the nodule collection and shipping contract for one year after commercial production.

There can be no assurance that such future goods and services from Allseas will occur.

The 2021 contract amendments also restructured the original $30.0 million lump sum cash payment upon successful delivery of the PMTS to:

● $10 million within 10 business days of the closing of the Business Combination and Allseas providing confirmation of placing an order for certain equipment and demonstrating certain progress on construction of the PMTS;

● $10 million on the later of (i) January 1, 2022, and (ii) confirmation of successful completion of the North Sea drive test;

● $10 million upon successful completion of the pilot trial of the PMTS in NORI Area D.

On October 5, 2021, the first $10 million payment was paid to Allseas for successfully reaching the first progress milestone, with the completion of the Business Combination and by confirming the order of certain equipment and demonstrating certain progress on construction of the PMTS.

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system.

The PMTS developed and currently being tested by Allseas is expected to be upgraded to a commercial system with a targeted production capacity of 1.3 Mtpa of wet nodules and expected production readiness by the fourth quarter of 2024.

NORI and Allseas intend to equally finance all costs related to developing and getting Project Zero System into production currently estimated at less than EUR100 million.

It is anticipated that NORI will not have to make any Project Zero System-related payments to Allseas until March 31, 2023.

Once in production, NORI expects to pay Allseas a nodule collection and transshipment fee estimated at approximately EUR 150 per wet tonne in the first year of operations and expected to be reduced by more than 20% in the following years as Allseas scales up production to 1.3 Mtpa of wet nodules.

The parties intend to further detail and revise these cost estimates in the definitive agreement contemplated by the non-binding term sheet, which the parties expect to enter into no later than December 31, 2022 following the completion of the pilot collection tests.

Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem, a Samsung 10000, with the potential for it to be engineered to support a higher production rate of 3 million tonnes of wet nodules per year and lower associated per tonne production cost.

There can be no assurances, however, that we will enter into definitive agreements with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all.

On March 21, 2017, the Company entered into four charter vessel agreements with Maersk and one charter vessel agreement with Maersk UK (together, the “Maersk Supply Agreements”) pursuant to which Maersk and Maersk UK agreed to supply the Company with vessels and offshore services for a total of five marine campaigns.

By letter agreement on March 3, 2021, the Company and Maersk agreed to extend the arrangement until 2022.

Pursuant to the Maersk Investment and Participation Agreement dated March 15, 2017 (the “Participation Agreement”), the Company agreed, among other things, that in return for marine cruises and related project management services provided by Maersk and Maersk UK, the Company will issue that number of common shares as is equal to the final cost of each marine cruise divided by $1.08 (subject to adjustment as described therein), upon completion of each marine cruise, and after agreement between the parties as to the calculation of the final cost to Maersk or Maersk UK for such cruise.

On March 3, 2021, the Participation Agreement with Maersk was amended whereby all costs incurred on or after February 5, 2021 pertaining to the use of the marine vessel would be paid in cash rather than through issuance of common shares.

By this amendment, Maersk irrevocably waived certain pro rata participation rights that it may have had under the Participation Agreement in connection with the Business Combination and acknowledged that all amounts owing to Maersk for services rendered through February 5, 2021 in the aggregate amount of $4.6 million had been satisfied by the issuance of 4.2 million common shares.

Our arrangements with Maersk all ended in January 2022.

Amended and Restated Registration Rights Agreement

Registration Rights

At the closing of the Business Combination, we, the initial shareholders, including the Sponsor (the “Sponsor Group Holders”), and certain holders of DeepGreen securities immediately prior to the Effective Time (the “DeepGreen Holders”) entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which, among other things, the Sponsor Group Holders and the DeepGreen Holders were granted certain registration rights with respect to their respective Common Shares on the terms and subject to the conditions therein.

Lock-Up Restrictions

Under the Amended and Restated Registration Rights Agreement, the Sponsor Group Holders and the DeepGreen Holders also agreed not to effect any sale or distribution of certain of our equity securities held by them during the period ending on the earlier of (A) 180 days after the Closing, which ended on March 8, 2022, and (B) the date on which (x) the Common Shares have traded at a price that is greater than or equal to $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) during any 20 trading days within any 30 consecutive trading days after the Closing, or (y) we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Common Shares for cash, securities or other property.

Certain Common Shares held by the Sponsor Group Holders shall not be offered, sold, pledged or distributed for periods of six months, which expired on March 8, 2022, or twelve months, as applicable, and certain Common Shares held by the DeepGreen Holders shall not be offered, sold, pledged or distributed for periods of six months, which expired on March 8, 2022, or eighteen months, as applicable, subject to the exceptions described in the Amended and Restated Registration Rights Agreement.

Indemnity Agreements with Officers and Directors and Directors’ and Officers’ Liability Insurance

In connection with the Business Combination, the Company entered into indemnity agreements with each of its directors and executive officers.

Each indemnity agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the Company, or, at the Company’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.

The Company also maintains a general liability insurance policy, which covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Policies and Procedures for Related Party Transactions

We have adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

Transactions involving compensation for services provided to the Company or any of its subsidiaries as an employee, consultant or director will not be considered related person transactions under this policy.

A “Related Person” is:

● any person who is or was an executive officer, director, or director nominee of the Company at any time since the beginning of the Company ’ s last fiscal year;

● a person who is or was an Immediate Family Member (as defined below) of an executive officer, director, director nominee at any time since the beginning of the Company ’ s last fiscal year;

● any person who, at the time of the occurrence or existence of the transaction, is the beneficial owner of more than 5% of any class of the Company ’ s voting securities (a “ Significant Shareholder ” );

● any person who, at the time of the occurrence or existence of the transaction, is an Immediate Family Member of a Significant Shareholder of the Company.

An “Immediate Family Member” of a person is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such person, or any other person sharing the household of such person, other than a tenant or employee.

The Company has implemented policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

Specifically, pursuant to its charter, the audit committee has the responsibility to review related party transactions.

Under the related person transaction policy, the related person in question or, in the case of transactions with a beneficial holder of more than 5% of the Company’s voting stock, an officer with knowledge of a proposed transaction, will be required to present information regarding the proposed related person transaction to the audit committee (or to another independent body of the board of directors) for review.

To identify Related Person Transactions in advance, we expect to rely on information supplied by our executive officers, directors and certain significant shareholders.

In considering related person transactions, our audit committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:

● the related person ’ s interest in the transaction;

● the approximate dollar value of the amount involved in the transaction;

● the approximate dollar value of the amount of the related person ’ s interest in the transaction without regard to the amount of any profit or loss;

● whether the transaction was undertaken in the ordinary course of business of the Company;

● whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third-party;

● the purpose of, and the potential benefits to the Company of, the transaction;

● any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee will approve only those transactions that it determines are fair to the Company and in the Company’s best interests.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services rendered by Ernst & Young LLP (“EY”) for the audit of the Company’s annual financial statements for the years ended December 31, 2021, and December 31, 2020, and fees billed for other services rendered by EY during those periods.

Audit related fees:

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of

the audit or review of our financial statements and are not reported under “Audit Fees.”

These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the year ended December 31, 2020, we did not pay Marcum for consultations concerning financial accounting and reporting

Tax fees consist

of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Marcum for tax

planning and tax advice during the year ended December 31, 2020.

All other fees:

other fees consist of fees billed for all other services.

We did not pay Marcum for other services during the year ended December

Pre-Approval Policy

Our audit committee was formed

upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing

services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior

to the completion of the audit).

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Report:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the Year Ended December 31, 2020 and for the Period from December 18, 2019 (inception) to December 31, 2019

Statements of Changes in Shareholders’

Equity for the Year Ended December 31, 2020 and for the Period from December 18, 2019 (inception) to December 31, 2019

Statements of Cash Flows for the Year Ended December 31, 2020 and for the Period from December 18, 2019 (inception) to December 31, 2019

Notes to Financial Statements

(2) Financial Statement Schedules:

We hereby file as part of this

Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be obtained

from the SEC’s website at www.sec.gov.

Business Combination Agreement, dated as of March 4, 2021, by and among Sustainable Acquisition Corp., 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.

and Restated Memorandum and Articles of Association.

Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Specimen Unit Certificate.

Specimen Class A Ordinary Share Certificate.

Description of Registrant’s Securities.*

Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant .

and Shareholder Rights Agreement among the Registrant, the Sponsor and the other parties thereto.

Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Agreement between the Registrant and the Sponsor.

Letter Agreement between the Registrant and each of the executive officers and directors of the registrant.

Administrative

Services Agreement between the Registrant and the Sponsor.

of PIPE Subscription Agreement for institutional investors.

Form of PIPE Subscription Agreement for accredited investors.

of Transaction Support Agreement.

Sponsor Letter Agreement, dated as of March 4, 2021, by and among the Registrant, certain other holders party thereto, Sponsor and DeepGreen Metals, Inc.

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Instance Document

Taxonomy Extension

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* Filed herewith

** Furnished herewith

(1) Incorporated by reference to the registrant’s Current Report

on Form 8-K, filed with the SEC on March 4, 2021.

(2) Incorporated by reference to the registrant’s Current Report

on Form 8-K, filed with the SEC on May 8, 2020.

(3) Incorporated by reference to the registrant’s Registration

Statement on Form S-1, filed with the SEC on May 1, 2020.

(1) Consist of aggregate fees for professional services provided in connection with the annual audits of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and fees related to accounting matters that were addressed during the annual audit and quarterly reviews.

This category also includes fees for services that were incurred in connection with regulatory filings or engagements.

Pre-Approval Policy and Procedures

The audit committee’s charter sets forth the audit committee’s obligations relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm.

The charter provides that we will not engage our independent registered public accounting firm to provide audit or non-audit services unless the service is pre-approved by the audit committee.

In addition, we will not engage any other accounting firm to provide audit services unless such services are pre-approved by the audit committee.

In connection with the foregoing, the audit committee may approve specific services in advance.

In addition, from time to time, the audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm in the future.

Any such pre-approval of types of services is detailed as to the particular service or type of service to be provided and is also generally subject to a maximum dollar amount.

The audit committee has also delegated to the chairperson of the audit committee the authority to approve any audit or non-audit services to be provided to us by our independent registered public accounting firm.

Any approval of services by the chairperson of the audit committee pursuant to this delegated authority is reported on at the next meeting of the audit committee.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

Exhibit Description

Incorporated by

SEC File/Reg.

Business Combination Agreement, dated as of March 4, 2021, by and among Sustainable Opportunities Acquisition Corp., 1291924 B.C.

Unlimited Liability Company and DeepGreen Metals Inc.

(Exhibit 2.1)

Notice of Articles of TMC the metals company Inc.

(Exhibit 3.1)

Articles of TMC the metals company Inc.

(Exhibit 3.2)

Description of Securities

TMC the metals company Inc.

Common Share Certificate

(Exhibit 4.1)

Warrant Agreement between Continental Stock Transfer & Trust Company and Sustainable Opportunities Acquisition Corp., dated May 8, 2020

(Exhibit 4.2)

Warrant to Purchase Common Shares issued by DeepGreen Metals Inc.

to Allseas Group S.A.

on March 4, 2021

(Exhibit 4.4)

Amended and Restated Registration Rights Agreement, by and between Sustainable Opportunities Acquisition Corp., Sustainable Opportunities Holdings LLC, the parties listed under Sponsor Group Holders on the signature page(s) thereto and the parties listed under DeepGreen Holders on the signature page(s) thereto

Form S-4/A (Exhibit 10.5 – Annex H)

Strategic Alliance Agreement, dated as of March 29, 2019, by and between DeepGreen Metals Inc.

and Allseas Group S.A.

(Exhibit 10.7)

Pilot Mining Test Agreement dated as of July 8, 2019, by and between DeepGreen Metals Inc.

and Allseas Group S.A.

(Exhibit 10.8)

Third Amendment to Pilot Mining Test Agreement and First Amendment to Strategic Alliance Agreement, dated as of March 4, 2021, by and between DeepGreen Metals Inc.

and Allseas Group S.A.

(Exhibit 10.9)

Fourth Amendment to Pilot Mining Test Agreement and Second Amendment to Strategic Alliance Agreement, dated as of June 30, 2021, by and between DeepGreen Metals Inc.

and Allseas Group S.A.

(Exhibit 10.23)

Sponsorship Agreement, dated as of March 8, 2008, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited

(Exhibit 10.13)

Sponsorship Agreement, dated as of September 23, 2021, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited

(Exhibit 10.13)

Sponsorship Agreement, dated as of June 5, 2017, by and among the Republic of Nauru, the Nauru Seabed Minerals Authority, and Nauru Ocean Resources Inc.

(Exhibit 10.14)

Certificate of the Sponsorship signed by the Government of Nauru on April 11, 2011

(Exhibit 10.24)

ISA Contract for Exploration (Republic of Nauru) dated as of July 22, 2011

(Exhibit 10.15)

ISA Contract for Exploration (Kingdom of Tonga) dated as of January 11, 2012

(Exhibit 10.16)

Form of Indemnity Agreement

(Exhibit 10.18)

Nonemployee Director Compensation Policy

(Exhibit 10.19)

Employment Agreement, dated December 15, 2017, by and between DeepGreen Metals Inc.

and Gerard Barron

(Exhibit 10.17)

Employment Agreement, dated July 25, 2017, by and between DeepGreen Metals Inc.

and Anthony O’Sullivan

(Exhibit 10.18)

Employment Agreement, dated September 1, 2018, by and between DeepGreen Metals Inc.

and Erika Ilves

(Exhibit 10.19)

TMC the metals company Inc.

2021 Incentive Equity Plan

(Exhibit 10.23.1)

Form of Stock Option Agreement under TMC the metals company Inc.

2021 Incentive Equity Plan

(Exhibit 10.23.2)

Form of Restricted Stock Unit Agreement under TMC the metals company Inc.

2021 Incentive Equity Plan

(Exhibit 10.23.3)

DeepGreen Metals Inc.

Stock Option Plan and form of Stock Option Agreement thereunder

(Exhibit 10.20)

Amendment to DeepGreen Metals Inc.

Stock Option Plan

(Exhibit 10.21)

Form of Subscription Agreement for institutional investors, by and between Sustainable Opportunities Acquisition Corp.

and the subscriber parties thereto

(Exhibit 10.1)

Form of Subscription Agreement for accredited investors, by and between Sustainable Opportunities Acquisition Corp.

and the subscriber parties thereto

(Exhibit 10.2)

Sponsor Letter Agreement, dated as of March 4, 2021, by and among Sustainable Opportunities Holdings LLC, certain other holders set forth on Schedule I thereto, Sustainable Opportunities Acquisition Corp.

and DeepGreen Metals, Inc.

(Exhibit 10.4 – Annex G)

Form of Transaction Support Agreement

(Exhibit 10.3 – Annex F)

Non-Binding Memorandum of Understanding, dated March 14, 2022, by and between TMC the metals company Inc.

and Epsilon Carbon Pvt.

(Exhibit 10.1)

List of Subsidiaries

(Exhibit 21.1)

Consent of Ernst & Young LLP

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Technical Report Summary — Initial Assessment of the NORI Property, Clarion-Clipperton Zone, for Deep Green Metals Inc., effective as of March 17, 2021, by AMC Consultants Pty Ltd and other qualified persons.

(Exhibit 96.1)

Technical Report Summary — Initial Assessment of the TOML Mineral Resource, Clarion-Clipperton Zone, Pacific Ocean, for Deep Green Metals Inc., effective as of March 26, 2021, by AMC Consultants Pty Ltd and other qualified persons.

(Exhibit 96.2)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

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Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Management contract or compensatory plan or arrangement.

The certifications attached as Exhibit 32 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-K), irrespective of any general incorporation language contained in such filing.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed

on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .

TMC THE METALS COMPANY INC.

March 25, 2022

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

/s/ Scott Leonard

Scott Leonard

Chief Executive Officer and Director (Principal Executive Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Scott Leonard

Chief Executive

Officer and Director

Executive Officer)

Chief Financial

Financial and Accounting Officer)

Isaac Barchas

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the Year Ended December 31, 2020 and for the Period from December 18, 2019 (inception) to December 31, 2019

Statements of Changes in Shareholders’

Equity for the Year Ended December 31, 2020 and for the Period from December 18, 2019 (inception) to December 31, 2019

Statements of Cash Flows for the Year Ended December 31, 2020 and for the Period from December 18, 2019 (inception) to December 31, 2019

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Sustainable Opportunities Acquisition Corp

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Sustainable Opportunities Acquisition Corp.

(the “Company”) as of December 31, 2020 and 2019, the related statements of

operations, changes in shareholders’

equity and cash flows for the year ended December 31, 2020 and for the period from December

18, 2019, (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the period from December

18, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the

financial statements, the Company’s business plan is dependent on the completion of a business combination by November 8, 2021,

and the Company’s cash and working capital as of December 31, 2020 are not sufficient to complete its planned activities which raise

substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2019.

Philadelphia, PA

/s/ Greard Barron

Gerard Barron

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.

/s/ Gerard Barron

Chief Executive Officer and Chairman

March 25, 2022

SUSTAINABLE OPPORTUNITIES ACQUISITION

BALANCE SHEETS

December 31, 2020

December 31, 2019

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

Deferred offering costs associated with initial public offering

$ 301,578,220

Liabilities and Shareholders’

Current liabilities:

Accounts payable

Accrued expenses

Total current liabilities

Deferred underwriting commissions

Total liabilities

Commitments and Contingencies (Note 5)

Class A ordinary shares, $0.0001 par value;

28,419,721 and -0- shares subject to possible redemption at $10.00 per share at December 31, 2020 and December 31, 2019, respectively

Shareholders’

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Class A ordinary shares, $0.0001 par value;

300,000,000 shares authorized;

1,580,279 and -0- shares issued and outstanding (excluding 28,419,721 and -0- shares subject to possible redemption) at December 31, 2020 and December 31, 2019, respectively

Class B ordinary shares, $0.0001 par value;

30,000,000 shares authorized;

7,500,000 shares issued and outstanding at December 31, 2020 and 8,625,000 shares issued and oustanding at December 31, 2019, respectively

Additional paid-in capital

Accumulated deficit

Total shareholders’

Total Liabilities and Shareholders’

$ 301,578,220

The accompanying notes are an integral part of

these financial statements.

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the Year ended

December 31, 2020

from December 18,

2019 (inception) to

December 31, 2019

General and administrative expenses

General and administrative expenses - related party

Loss from operations

Net gain on investments held in Trust Account

Interest earned

$ (2,934,408 )

Weighted average

shares outstanding subject to possible redemption, basic and diluted

diluted net income per share, shares subject to possible redemption

Weighted average ordinary shares outstanding, basic and diluted

Basic and diluted net loss per share, Non-redeemable shares

The accompanying notes are an integral part of

these financial statements.

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’

For the Year Ended December 31, 2020

Shareholders’

Balance - December 31, 2019

Sale of units in initial public offering,

Sale of private placement warrants to

Sponsor in private placement

Forfeiture of Class B ordinary shares

Offering costs

(17,384,335 )

Ordinary shares subject to possible redemption

(28,419,721 )

(284,194,368 )

(284,197,210 )

Balance - December 31, 2020

$ (2,943,447 )

For the Period from December 18, 2019 (inception) to December 31, 2019

Ordinary Shares

Shareholders’

Balance - December 18, 2019 (Inception)

Issuance of Class B ordinary shares to

Balance - December 31, 2020

The accompanying notes are an integral part of

these financial statements.

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Year ended

December 31, 2020

For the Period

from December 18,

2019 (inception) to

December 31, 2019

Cash Flows from Operating Activities:

$ (2,934,408 )

Adjustments to reconcile net loss to net cash used in operating activities:

General and administrative expenses paid by related party under note agreement

Net gain on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities

Cash deposited in Trust Account

(300,000,000 )

Net cash used in investing activities

(300,000,000 )

Cash Flows from Financing Activities:

Proceeds received from initial public offering, gross

Proceeds from private placement

Offering costs paid

Repayment of note payable from related party

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash investing and financing activities:

Offering costs included in accounts payable

Offering costs included in accrued expenses

Offering costs funded with note payable to Sponsor

Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares to Sponsor

Use of retainer for offering costs

Deferred underwriting commissions in connection with the initial public offering

Initial value of Class A ordinary shares subject to possible redemption

$ 287,041,190

Change in value of Class A ordinary shares subject to possible redemption

$ (2,843,980 )

The accompanying notes are an integral part of

these financial statements.

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 —

Description of Organization and

Business Operations

Sustainable Opportunities Acquisition Corp.

“Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on December 18,

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is

an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2020, the Company had not commenced

any operations.

All activity for the period from December 18, 2019 (inception) through December 31, 2020 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”) described below, and, since the closing

of the Initial Public Offering, a search for a business combination candidate.

The Company will not generate any operating revenues

until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income

in the form of interest income on cash from the proceeds derived from the Initial Public Offering and interest income earned on

investments held in Trust Account.

Sponsor, Initial Public Offering and Private

The Company’s sponsor is Sustainable Opportunities

Holdings LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s

Initial Public Offering was declared effective on May 5, 2020.

On May 8, 2020, the Company consummated its Initial Public

Offering of 30,000,000 units (the “Units”

and, with respect to the Class A ordinary shares included

in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $300.0 million,

and incurring offering costs of approximately $17.4 million, inclusive of $10.5 million in deferred underwriting commissions

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private placement (“Private Placement”) of 9,500,000 warrants (each,

a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a price of $1.00 per

Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $9.5 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering

and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public

Offering and the Private Placement were placed in a trust account (the “Trust Account”), located in the United

States at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a

maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected

by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company

Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the Trust Account as described below.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete

one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust

Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account)

at the time of the signing of the agreement to enter into the initial Business Combination.

However, the Company will only complete

a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of

the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company will provide the holders (the “Public

Shareholders”) of its Class A ordinary shares, par value $0.0001 per share sold in the Initial Public Offering (the

“Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business

Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by

means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct

a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the

deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).

These Public Shares will be

recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance

with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

In such case, the Company will proceed with a Business Combination

if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of

the shares voted are voted in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does

not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated

memorandum and articles of association, which the Company adopted upon the consummation of the Initial Public Offering (the “Amended

and Restated Memorandum and Articles of Association”) conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business

If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder

approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant

to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Shareholder may elect to redeem their

Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks shareholder approval

in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares

(as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business

In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares

and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and

Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares

with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering,

without the prior consent of the Company.

The Company’s Sponsor, officers and directors

(the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles

of Association that would affect the substance or timing of the Company’s obligation to provide holders of its Public Shares

the right to have their shares redeemed in connection with its initial business combination or to redeem 100% of its Public Shares

if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering,

or November 8, 2021 (the “Combination Period”) unless the Company provides the Public Shareholders with the opportunity

to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will:

(i) cease all operations except for the purpose of winding up;

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account and not previously released to the Company to pay for its tax obligations, if any (less up to $100,000 of

interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidation distributions,

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders

and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders have agreed to waive their

liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination

However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled

to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business

Combination within the Combination Period.

The underwriter has agreed to waive its rights to its deferred underwriting commission

(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available

to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the

residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held

in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company

if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target

business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or

claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third

party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company will seek to

reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On March 4, 2021, the Company entered into a Business

Combination Agreement (the “

Business Combination Agreement ”), by and among the Company, 1291924 B.C.

Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“

NewCo Sub ”),

and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “

Company ”

DeepGreen ”).

Pursuant to the Business Combination Agreement,

the Company will migrate to and be continued as a company in British Columbia, Canada (the “

SOAC Continuance ”).

Following the SOAC Continuance, pursuant to a plan of arrangement (the “

Plan of Arrangement ”) under the Business

Corporations Act (British Columbia), (i) the Company will acquire all of the issued and outstanding shares in the capital

of DeepGreen (the “

DeepGreen Shares ”) from DeepGreen shareholders in exchange for the Company’s common

shares (as defined below) and Company Earnout Shares (as defined in Note 8) (the “

Share Exchange ”), (ii) DeepGreen

will become a wholly-owned subsidiary of the Company, and (iii) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited

liability company, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement and

the Plan of Arrangement and in accordance with the provisions of applicable law.

Going Concern Consideration

As of December 31, 2020, the Company had approximately

$1.3 million in cash and a working capital deficit of approximately $372,000.

Until the consummation

of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective

acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the

target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise

additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or

at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide

any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern through November 8, 2021.

These financial statements do

not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might

be necessary should the Company be unable to continue as a going concern.

Basis of Presentation

The accompanying financial statements are presented

dollars in conformity with accounting principles generally accepted in the United States of America (“U.S.

for financial information and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of

securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt

out of such extended transition period which means that when a standard is issued or revised, and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the

time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements

with other public companies difficult or impossible because of the potential differences in accounting standards used.

Note 2 —

of Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in

conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported

amounts of expenses during the reporting periods.

Actual results could differ from those estimates.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in

the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the

Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account.

The Company has not experienced losses

on these accounts.

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

had no cash equivalents as of December 31, 2020 and 2019, respectively.

Investments Held

in Trust Account

The Company’s portfolio

of marketable securities is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself

out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of

the Investment Company Act.

Upon the closing of the Initial Public Offering and the Private Placement, $300 million was

placed in the Trust Account and invested in money market funds that invest in U.S.

government securities.

All of the Company’s

investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet

at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in net gain on investments held in Trust Account in the accompanying statement of operations.

estimated fair values of investments held in Trust Account are determined using available market information.

Fair Value Measurement

Fair value is defined as the price that would be

received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the

measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable

inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement

is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value

Fair Value of Financial Instruments

As of December 31, 2020 and 2019, the carrying

values of cash, prepaid expenses, and accounts payable approximate their fair values due to the short-term nature of the instruments.

of December 31, 2020, the Company’s portfolio of investments held in Trust Account is comprised entirely of investments in

money market funds that invest in U.S.

government securities.

Offering Costs Associated with the Initial

Public Offering

Offering costs consist of legal, accounting, underwriting

fees and other costs that were directly related to the Initial Public Offering and that were charged to additional paid-in capital

upon the completion of the Initial Public Offering on May 8, 2020.

Class A Ordinary Shares subject to possible

Class A ordinary shares subject to mandatory

redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A

ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the

holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified

as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’

The Company’s

Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, as of December 31, 2020, 28,419,721 Class A ordinary shares subject

to possible redemption were presented at redemption value as temporary equity, outside of the shareholders’

equity section

of the Company’s balance sheet.

Net Loss Per Ordinary Share

The Company applies the

two-class method in calculating earnings per share.

Net loss per share is computed by dividing net loss by the weighted-average

number of ordinary shares outstanding during the periods.

An aggregate of 28,419,721 and 0 Class A ordinary shares subject to possible

redemption at December 31, 2020 and 2019, respectively has been excluded from the calculation of basic loss per ordinary share,

since such shares, if redeemed, only participate in their pro rata share of the Trust earnings.

The Company has not considered

the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 24,500,000 Class

A ordinary shares in the calculation of diluted loss per ordinary share, since the exercise of the warrants are contingent upon

the occurrence of future events.

As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share

for the periods presented.

Reconciliation of Net Loss per Ordinary Share

The Company’s net

loss is adjusted for the portion of income (loss) that is attributable to ordinary shares subject to redemption, as these shares

only participate in the earnings of the Trust Account and not the income or losses of the Company.

Accordingly, basic and diluted

loss per ordinary share is calculated as follows:

For the Year Ended

December 31, 2020

For the Period

from December 18,

2019 (inception) to

December 31, 2019

Class A Ordinary Shares

subject to possible redemption

Earnings allocable to Ordinary Shares subject to possible redemption

Income from investments held in Trust Account

Company’s portion available to be withdrawn to pay taxes

Net income attributable

Weighted average Class A ordinary shares subject to possible redemption

Weighted average shares outstanding of shares subject to redemption, basic and diluted

Basic and diluted net income per share, shares subject to redemption

Non-Redeemable Ordinary Shares

Net Loss minus Net Earnings attributable to redeemable shares

$ (2,934,408 )

Income attributable to Class A ordinary shares subject to possible redemption

Non-redeemable net loss

$ (2,999,900 )

weighted average Non-redeemable ordinary shares

Weighted average ordinary shares outstanding, basic and diluted

Basic and diluted net loss per share, Non-redeemable shares

FASB ASC Topic 740, “Income Taxes,”

prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not

to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2020 and December

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were

accrued for the payment of interest and penalties as of December 31, 2020 and December 31, 2019.

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with Cayman Islands income tax regulations, income taxes are not levied

on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

The Company’s management

does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Standards

Management does not believe that any recently issued,

but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial

Note 3 —

Initial Public Offering

On May 8, 2020, the Company consummated its Initial

Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring

offering costs of approximately $17.4 million, inclusive of $10.5 million in deferred underwriting commissions.

Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to

adjustment (see Note 6).

Note 4 —

Related Party Transactions

Founder Shares

On December 31, 2019, the Sponsor purchased 8,625,000 shares

(the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 for an aggregate price

In March 2020, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent directors.

Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business

Combination and are subject to certain transfer restrictions, as described in Note 6.

The Sponsor had agreed to forfeit up to 1,125,000

Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder

Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

The over-allotment

option expired in June 2020;

thus, these Founder Shares were forfeited accordingly.

The Initial Shareholders agreed, subject to limited

exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion

of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class

A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after

the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other

similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the Private Placement of 9,500,000 Private Placement Warrants at a price of

$1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $9.5 million.

Each Private Placement

Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share.

A portion of the proceeds from the sale of the

Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company

does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the

Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and

directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until

30 days after the completion of the initial Business Combination.

Related Party Loans

On December 31, 2019, the Sponsor agreed to loan

the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note

(the “Note”).

This loan was non-interest bearing and payable upon the completion of the Initial Public Offering.

The Company borrowed approximately $163,000 under the Note and fully repaid this amount on May 8, 2020.

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the

Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working

Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be

repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company

may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in

the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business

Combination entity at a price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

The Company entered into an agreement, commencing

on May 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to reimburse

the Sponsor a total of $10,000 per month for office space, secretarial and administrative services.

The Company incurred and paid

$80,000 and $0 in expenses in connection with such services and recorded in general and administrative expenses in the statements

of operations for year ended December 31, 2020 and for the period December 18, 2019 (inception) to December 31, 2019, respectively.

Note 5 —

Commitments & Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement

Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights

(in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration

and shareholder rights agreement.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement

filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities

to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option

from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover

over-allotments, if any, at $10.00 per Unit, less the underwriting discounts and commissions.

The over-allotment option expired

in June 2020.

The underwriter was entitled to an underwriting

discount of $0.20 per unit, or $6.0 million in the aggregate paid upon the closing of the Initial Public Offering.

$0.35 per unit, or $10.5 million in the aggregate will be payable to the underwriter for deferred underwriting commissions.

The deferred underwriting commissions will become payable to the underwriter from the amounts held in the Trust Account solely

in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Consulting Agreement

The Company is receiving consulting services in

connection with identification of potential targets for a Business Combination and due diligence on such targets.

As compensation

for such services, the Company paid a nonrefundable fixed fee of $350,000 and agreed to pay the consulting firm $2,650,000 solely

in the event that the Company completes a Business Combination.

The consulting agreement may be terminated early by either party

to the agreement provided that the Company pays a termination fee to the consulting firm determined based on a monthly increasing

amount through November 2021.

As of December 31, 2020, the termination fee is $1,115,800, which has been accrued and recognized

in general and administrative expenses within the statements of operations.

Note 6 —

Shareholders’

Preference Shares

The Company is authorized to issue 1,000,000 preference

shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

As of December 31, 2020 and December 31, 2019, there were no preference shares issued or outstanding.

Ordinary Shares

Class A Ordinary Shares —

The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share.

As of December

31, 2020 and December 31, 2019, there were 30,000,000 and no Class A ordinary shares outstanding, including 28,419,721 and no Class

A ordinary shares subject to possible redemption classified as temporary equity in the accompanying balance sheets, respectively.

Class B Ordinary Shares —

The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share.

Holders of Class B

ordinary shares are entitled to one vote for each share.

As of December 31, 2019, there were 8,625,000 Class B ordinary shares

Of these, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company by the Sponsor

for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part,

so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after

the Initial Public Offering.

The over-allotment option expired in June 2020;

thus, an aggregate of 1,125,000 Class B ordinary shares

was forfeited accordingly.

As of December 31, 2020, there were 7,500,000 Class B ordinary shares outstanding.

Holders of the Class A ordinary shares and

holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s

shareholders except as required by law.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class

A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20%

of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus

(ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities

or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business

Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A

ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued

to the Sponsor upon conversion of Working Capital Loans.

Any conversion of Class B ordinary shares will take effect as a compulsory

redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Public Warrants may only be exercised for a whole

number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

or (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective

registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of

the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration

under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their

warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable, but in no event

later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts

to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to

maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed.

If a registration

statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day

after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants

on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities

Act or another exemption.

The Public Warrants will expire five years after the completion of a Business Combination or earlier

upon redemption or liquidation.

Each whole Public Warrant entitles the holder to

purchase one Class A ordinary share at a price of $11.50 per share.

If (x) the Company issues additional Class A ordinary

shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination

at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price

to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without

taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii)

without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated

as a surrender to us and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial

Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary

shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its

initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants

will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the

$18.00 per share redemption trigger price discussed below will be adjusted (to the nearest cent) to be equal to 180% of the higher

of the Market Value and the Newly Issued Price.

The Company may call the Public Warrants for redemption

(except with respect to the Private Placement Warrants):

and not in part;

price of $0.01 per warrant;

a minimum of 30 days’

prior written notice of redemption, and

and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted

for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption

to the warrant holders.

If the Company calls the Public Warrants for redemption,

management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless

basis,”

as described in the warrant agreement.

The Private Placement Warrants are identical to

the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the

ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until

30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement

Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’

If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees,

the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public

Additionally, in no event will the Company be required

to net cash settle any Warrants.

If the Company is unable to complete the initial Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect

to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

the respect to such warrants.

Accordingly, the warrants may expire worthless.

Note 7 —

Subsequent Events –

Proposed Business Combination and Related

On March 4, 2021, the Company entered into a Business

Combination Agreement (the “

Business Combination Agreement ”), by and among the Company, 1291924 B.C.

Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“

NewCo Sub ”),

and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “

Company ”

DeepGreen ”).

Pursuant to the Business Combination Agreement,

the Company will migrate to and be continued as a company in British Columbia, Canada (the “

SOAC Continuance ”).

Following the SOAC Continuance, pursuant to a plan of arrangement (the “

Plan of Arrangement ”) under the Business

Corporations Act (British Columbia), (i) the Company will acquire all of the issued and outstanding shares in the capital

of DeepGreen (the “

DeepGreen Shares ”) from DeepGreen shareholders in exchange for the Company’s common

shares (as defined below) and Company Earnout Shares (as defined below) (the “

Share Exchange ”), (ii) DeepGreen

will become a wholly-owned subsidiary of the Company, and (iii) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited

liability company, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement and

the Plan of Arrangement and in accordance with the provisions of applicable law.

Each option to purchase common shares in the capital

of the Company (the “

DeepGreen Options ”) will become an option to purchase SOAC Common Shares and Company Earnout

Shares on the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the

corresponding DeepGreen Options immediately prior to closing of the Business Combination.

The Proposed Business Combination is expected to

close in the second quarter of 2021, following the receipt of the required approval by the Company’s shareholders and the

fulfillment of other conditions.

The shareholders and the optionholders of DeepGreen

will be entitled to receive, in exchange for their DeepGreen Shares or DeepGreen Options, as applicable, an aggregate of (i) will

receive shares in the capital of the Company or comparable equity awards that are settled or are exercisable for shares in the

capital of the Company, as applicable, based on an implied DeepGreen equity value of $2.25 billion after giving effect to the SOAC

Continuance (the “

SOAC Common Shares ”), (ii) 5,000,000 Class A Special Shares, (iii) 10,000,000 Class B Special

Shares, (iv) 10,000,000 Class C Special Shares, (v) 20,000,000 Class D Special Shares, (vi) 20,000,000 Class E Special Shares,

(vii) 20,000,000 Class F Special Shares, (viii) 25,000,000 Class G Special Shares and (ix) 25,000,000 Class H Special Shares, in

each case, in the capital of SOAC (collectively, the “

Company Earnout Shares ”), or, as applicable, options to

purchase such SOAC Common Shares and Company Earnout Shares.

Concurrently with the

execution of the Business Combination Agreement, the Company entered into subscription agreements (the “

Subscription Agreements ”)

with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and purchase, and

the Company agreed to issue and sell to such investors, substantially concurrently with the Closing (as defined in the Business

Combination Agreement), an aggregate of 33,030,000 shares of SOAC Common Shares for $10.00 per share, for aggregate gross proceeds

of $330,300,000 (the “

PIPE Financing ”).

The closing of the PIPE Financing is contingent upon, among other things,

the substantially concurrent consummation of the Business Combination.

The Subscription Agreements provide that the Company will

grant the investors in the PIPE Financing certain customary registration rights.

The PIPE Financing is contingent upon, among other

things, the substantially concurrent closing of the Business Combination.

The Company evaluated subsequent events and transactions that occurred

after the balance sheet date up to the date the financial statements were issued.

Based upon this review, the Company did not identify

any subsequent events that would have required adjustment or disclosure in the financial statements which have not previously been

disclosed within the financial statements.

Gerard Barron

(principal executive officer) and Director

/s/ Craig Shesky

Chief Financial Officer

March 25, 2022

(principal financial and accounting officer)

/s/ Gina Stryker

March 25, 2022

/s/ Christian Madsbjerg

March 25, 2022

Christian Madsbjerg

/s/ Andrew Hall

March 25, 2022

/s/ Sheila Khama

March 25, 2022

/s/ Andrei Karkar

March 25, 2022

Andrei Karkar

/s/ Amelia Kinahoi Siamomua

March 25, 2022

Amelia Kinahoi Siamomua

/s/ Kathleen McAllister

March 25, 2022

Kathleen McAllister

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures