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Item 9A. Controls and Procedures

2023-03-27 compared with 2022-03-25 · 289 added, 271 removed, 733 unchanged (43% of the section changed)

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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.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that, solely due to the material weakness described below that we are in the process of remediating, our disclosure controls and procedures were not effective as of December 31, 2022.

Material Weaknesses in Internal Control over Financial Reporting

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

In 2021, we identified 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.

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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.

Remediation of Previously Reported Material Weakness

In addition, as previously disclosed 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, 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:

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.

As part of the Company’s review of its disclosure controls and procedures and internal control over financial reporting discussed in this Item 9A, our management concluded that, as of December 31, 2022, this material weakness was remediated through the Company by hiring qualified, technical accounting personnel and using outside technical experts for complicated accounting issues and the review of this measure for a sufficient period of time to assess effectiveness of these measures.

Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The company’s internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

As of December 31, 2022, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of December 31, 2022, our internal controls over financial reporting, including changes thereto as a result of the material weaknesses discussed above, newly implemented policies and procedures over key functional areas had not been in operation long enough over the 2022 year to be deemed effective.

The Company presented its plan for remediation of the material weaknesses in internal control over financial reporting that existed as of the end of 2021 in its Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 25, 2022 and has updated its progress in implementing such plan in its subsequent Quarterly Report on Form 10-Q for the first three quarters of 2022.

Management has implemented the identified remediation steps over the course of 2022, however these changes can only be deemed effective once they have been in place over a longer time.

More specifically, the following action items were implemented by the end of 2022:

● 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.

● completed the transition from our outsourced accounting service provider to our in-house finance and accounting function;

● hired external experts to work with our internal team to assist with the design and implementation of robust controls over all our key processes and address all key company risks:

the external experts completed their evaluation of our key controls as of end of 2022 and provided their report to management with recommendations for improvements;

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

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.

We will continue to review the effectiveness of our newly implemented controls and make improvements as warranted.

This is no assurance that these control modifications 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.

Other than the changes made 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 fourth quarter of the year ended December 31, 2022 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

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OTHER INFORMATION

On March 22, 2023, we entered into a Credit Facility with Argentum Credit Virtuti GCV, the parent of Allseas Investments S.A.

and an affiliate of Allseas, pursuant to which, we may borrow from the Lender up to $25,000,000 in the aggregate, from time to time, subject to certain conditions.

All amounts drawn under the Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at our election) on the first business day of each of June and January.

We will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility.

We have the right to pre-pay the entire amount outstanding under the Credit Facility at any time, before the Credit Facility’s maturity of May 21, 2024.

The Credit Facility also contains customary events of default.

The foregoing descriptions of the Credit Facility does not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in its entirety by reference to the full text of the Credit Facility attached as Exhibit 10.31 to this Annual Report on Form 10-K and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Chief Ocean Scientist

Christelle Gedeon

Chief Legal Officer

Non-Employee Directors:

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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.

On October 14, 2022, Mr.

O’Sullivan notified us that he was resigning as our Chief Development Officer, though he will remain in the position through a twelve-month transition period.

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.

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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 an ocean scientist and explorer with over 10,000 dives throughout Earth’s oceans 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.

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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.

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

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

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Since September 2019, Mr.

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

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

Since October 2018, Mr.

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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.

Hall is an Investor Director at Arctic Green Energy Corporation, Singapore since 2022.

Arctic Green Energy is a leading global geothermal energy company.

Previously, Mr.

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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.

Kathleen McAllister has served on the board of directors since February 9, 2022, and currently serves as the Chair of the Audit Committee.

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

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

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

She serves on the Audit Committees of Black Hills Corporation and SilverBow Resources, and Hoegh LNG Partners and the Hoegh LNG Conflicts 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.

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

As a former CEO, CFO and treasurer of publicly traded companies, Ms.

McAllister’s broad business perspective, financial acumen and experience in capital raising and capital allocation contributes to the Board’s oversight of strategy and risk.

Her experience serving as a corporate director and audit and risk committee chair on other public companies provides a valuable perspective on the Board’s role in management oversight and corporate governance.

Andrew C Greig has served on the board of directors since October 3, 2022, and is currently the board’s Lead Independent Director.

Greig is the founder of ACAC Innovation and its Senior Director and previously worked for Bechtel Group for 34 years, leading its global mining business for 13 years.

In addition, Mr.

Greig was managing director for its Australian operations and was group Human Resources Manager.

Greig was also Senior Vice President and Director of Bechtel Group, Inc.

From 2001 to 2006, Mr.

Greig served as President of Bechtel’s Mining & Metals global business unit, prior to becoming Project Director for the Brass LNG Project in Nigeria.

As President of Mining & Metals, Mr.

Greig was responsible for strategy, planning, execution and project delivery for the global business unit which peaked at 55,000 personnel across 14 countries and over $5 billion in annual revenue.

Greig was elected as Principal Vice President in 1997 and as Senior Vice President in 2001.

He was a member of Bechtel Group’s Board of Directors from 2011 until leaving Bechtel.

Greig’s qualifications to be on the board include his long career in project development, overseeing major capital projects, his role leading the global HR team at Bechtel and his long tenure on Bechtel’s Board of Directors.

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

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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.

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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.

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, Andrew Greig, 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 Greig serves as the Lead Independent Director of the board of directors.

Board Committees

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Audit Committee

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

Our audit committee consists of Kathleen McAllister, who serves as the chairperson, Andrew Hall and Sheila Khama.

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 board of directors has determined that Ms.

McAllister and Mr.

Hall qualify as “audit committee financial experts”, 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.

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Compensation Committee

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

Our compensation committee consists of Andrei Karkar, who serves as the chairperson and Mr.

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.

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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.

Our nominating and corporate governance committee consists of Christian Madsbjerg, who serves as the chairperson, Ms.

Khama and Mr.

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.

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

Delinquent Section 16(a) Reports

Pursuant to Section 16 of the Securities Exchange Act of 1934, executive officers, directors, and holders of more than 10% of our common shares are required to file reports of their transactions our equity securities with the SEC.

Based solely on a review of the copies of such reports received by us, or written representations from certain reporting persons, we believe that all filings required to be made by its reporting persons complied with all applicable Section 16 filing requirements during the year ended December 31, 2022, with the exception of (a) a Form 4 filed on behalf of each of our then serving executive officers on February 22, 2022 for transactions that occurred on February 9, 2022, (b) a Form 4 filed on behalf of each of our then serving non-employee directors on July 18, 2022 for transactions that occurred on June 1, 2022, which the Form 4 filed on behalf of Andrei Karkar and ERAS Capital LLC was later amended on August 16, 2022, (c) a Form 4 filed on behalf of non-employee director Andrew Greig on October 12, 2022 for a transaction that occurred on September 30, 2022 and (d) a Form 4 filed on behalf of executive officer Craig Shesky on December 8, 2022 for a transaction that occurred on November 30, 2022.

EXECUTIVE COMPENSATION

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.

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● 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.

● Craig Shesky, Chief Financial Officer

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).

Our current executive compensation plan includes base salaries, Short-Term Incentive Program (paid in restricted share units for 2022), and a Long-Term Incentive Program (granted in the form of restricted share units grants for 2022).

In 2022, 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.

The compensation committee of our board 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.

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

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

however, for 2022, STIP awards were paid in immediately-vested RSUs to conserve operating cash.

Equity Compensation

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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

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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.

In 2022, 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 2022 as well as in prior years.

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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.

No stock awards were issued to our NEOs in 2022.

Summary Compensation Table

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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).

Chief Financial Officer

(1) For the year ended December 31, 2022, the Company awarded an annual STIP bonus at 75% of target.

The executives received their entire 2022 STIP bonus in the form of immediately vested RSUs.

The number of RSUs granted was 369,549 units for Gerard Barron, 234,738 units for Anthony O’Sullivan, and 228,924 units for Craig Shesky.

The RSUs will be granted on March 29, 2023 and the number of RSUs to be issued to each executive will be based on the closing price of our common shares on the approval date of $0.86.

For the year ended December 31, 2021, the Company awarded an annual STIP bonus at 70% of target.

The executives received their entire 2021 STIP bonus in the form of immediately vested RSUs.

The number of RSUs granted was 180,869 units for Gerard Barron, 101,372 units for Anthony O’Sullivan, and 50,130 units for Craig Shesky.

The RSUs were granted on February 2, 2022 and the number of RSUs received by each executive was based on the closing price of our common shares on the grant date 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.

There were no stock awards granted in 2022.

(3) The amounts shown in this column represent 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.

The grant date fair value of these performance-based stock option awards, assuming the performance conditions are achieved in full, is $12,618,997 for Gerard Barron, $5,608,440 for Anthony O’Sullivan, and $1,402,106 for Craig Shesky.

Additional information can be found in note 15 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022.

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

There were no stock option awards granted in 2022.

(4) Consists of Australian superannuation contributions made by TMC/DeepGreen during the years 2022 and 2021 for Anthony O ’ Sullivan and U.S.

401(k) benefits made by TMC/DeepGreen during the years 2022 and 2021 for Craig Shesky.

Outstanding Equity Awards at 2022 Fiscal Year-End

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(3) Market value of shares based on TMC’s closing market share price at December 31, 2022.

(4) These stock options vest as follows:

135,084 units on February 20, 2023 and 135,084 units on February 20, 2024.

Other Compensation and Benefits

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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.

We have employment agreements with our NEOs 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.

Barron began his current position as our Chief Executive Officer in January 2018 with DeepGreen.

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

Shesky began his current position as our Chief Financial Officer in May 2021 with DeepGreen.

Gerard Barron

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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”).

Barron is eligible to participate in our 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.

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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”).

Barron also received an option grant for 3,473,586 shares of 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.

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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.

This option is currently fully vested and exercisable for all of the 3,473,586 common shares.

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

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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.

May 8, 2022, our subsidiary, The Metals Company Australia Pty.

Ltd, entered into an amended and restated employment agreement with Mr.

O’Sullivan in connection with his continued role as our Chief Development Officer, a role he started in July 2017 with DeepGreen (the “O’Sullivan Employment Agreement”).

Under the O’Sullivan Employment Agreement, Mr.

O’Sullivan will receive an annual base salary of $670,985 AUD ($475,000 USD), which will be reviewed annually by our Chief Executive Officer.

In addition, Mr.

O’Sullivan is eligible to participate in our LTIP, subject to the combination of his achieving certain individual performance objectives, and achievement of certain company-based financial results.

O’Sullivan is eligible to participate in our benefit plans and to be considered for an annual performance incentive bonus targeted at 50% of his annual base salary, to be granted at the discretion of the board of directors on a year-to-year basis (the “O’Sullivan Employment Bonus”).

The O’Sullivan Employment Agreement has an indefinite term.

In general, during his employment and for a period of six months thereafter, Mr.

O’Sullivan is prohibited from (a) competing with us within Australia;

(b) soliciting our customers for a competing business;

and (c) soliciting our employees for a competing business.

In the event that Mr.

O’Sullivan’s employment is terminated without “Cause” as defined in the O’Sullivan Employment Agreement or if Mr.

O’Sullivan resigns for “Good Reason” as defined in the O’Sullivan Employment Agreement, Mr.

O’Sullivan will receive (a) a payment equal to a pro-rata portion of the O’Sullivan Employment Bonus;

(b) subject to the approval of the board of directors, an extension of the expiry up to 12 months from the termination date of options that vest based on the achievement of certain company-based milestones;

and (c) continued payment of the premiums required to maintain Mr.

O’Sullivan’s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that Mr.

O’Sullivan’s employment is terminated without “Cause” or if Mr.

O’Sullivan resigns for “Good Reason” following the resignation, termination, or replacement of our Chief Executive Officer, Mr.

O’Sullivan will receive (a) a payment equal to 9 months of his then base salary in lieu of notice plus 1 month’s pay in lieu of notice for each completed year of service following the start date to a maximum of 18 months;

(b) allowance for the immediate vesting of all unvested restricted stock units that would have vested during the 12 month period following the termination date;

(c) subject to the approval of the board of directors, extension of the expiry up to 12 months from the termination date of options that vest based on the achievement of certain company-based milestones;

(d) pro-rata payment of the O’Sullivan Employment Bonus;

and (e) continued payment of the premiums required to maintain Mr.

O’Sullivan’s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that, within 24 months following a “Fundamental Change” as defined in the O’Sullivan Employment Agreement, Mr.

O’Sullivan’s employment is terminated without “Cause”, Mr.

O’Sullivan will receive (a) a payment equal to 12 months of his then annual base salary;

(b) 1.5 times the O’Sullivan Employment Bonus paid for the previous year;

and (c) immediate vesting of all unvested equity awards, subject to Mr.

O’Sullivan agreeing that the non-competition period described above be extended to 12 months from the date of termination.

In connection with his hiring by DeepGreen in July 2017, Mr.

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

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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.

Sullivan was granted 2,026,258 common shares at an exercise price of $0.65 per share which vested in three installments ending on on June 1, 2020.

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

On October 14, 2022, Mr.

O’Sullivan notified us that he was resigning as our Chief Development Officer, though he will remain in the position through a twelve-month transition period ending in the fall of 2023.

On May 6, 2022, our subsidiary, DeepGreen Resources, LLC, entered into an amended and restated employment agreement with Mr.

Shesky in connection with his continued role as our Chief Financial Officer, a role he started in May 2021 with DeepGreen (the “Shesky Employment Agreement”).

Under the Shesky Employment Agreement, Mr.

Shesky will receive an annual base salary of $350,000, which will be reviewed annually by our Chief Executive Officer.

Shesky is also entitled to a signing payment in the amount of $91,667 under the Shesky Employment Agreement.

In addition, Mr.

Shesky is eligible to participate in our LTIP, subject to the combination of his achieving certain individual performance objectives, and achievement of certain company-based financial results.

Shesky is eligible to participate in our benefit plans and to be considered for an annual performance incentive bonus targeted at 50% of his annual base salary, to be granted at the discretion of the board of directors on a year-to-year basis (the “Shesky Employment Bonus”).

The Shesky Employment Agreement has an indefinite term.

In general, during his employment and for a period of six months thereafter, Mr.

Shesky is prohibited from (a) competing with us within North America;

(b) soliciting our customers for a competing business;

and (c) soliciting our employees for a competing business.

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.

Shesky’s employment is terminated without “Cause” as defined in the Shesky Employment Agreement or if Mr.

Shesky resigns for “Good Reason” as defined in the Shesky Employment Agreement, Mr.

Shesky will receive (a) a payment equal to 6 months of his then annual base salary plus a pro-rata portion of the Shesky Employment Bonus;

and (c) continued payment of the premiums required to maintain Mr.

Shesky’s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that Mr.

Shesky’s employment is terminated without “Cause” or if Mr.

Shesky resigns for “Good Reason” following the resignation, termination, or replacement of our Chief Executive Officer, Mr.

Shesky will receive (a) a payment equal to 9 months of his then base salary in lieu of notice plus 1 month’s pay in lieu of notice for each completed year of service following the start date to a maximum of 18 months;

(b) allowance for the immediate vesting of all unvested restricted stock units that would have vested during the 12 month period following the termination date;

(d) pro-rata payment of the Shesky Employment Bonus;

and (e) continued payment of the premiums required to maintain Mr.

Shesky’s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that, within 24 months following a “Change of Control” as defined in the Shesky Employment Agreement, Mr.

Shesky’s employment is terminated without “Cause” or if Mr.

Shesky resigns for “Good Reason”, Mr.

Shesky will receive (a) a payment equal to 12 months of his then annual base salary;

(b) 1.5 times the Shesky Employment Bonus paid for the previous year;

and (c) immediate vesting of all unvested equity awards, subject to Mr.

Shesky agreeing that the non-competition period described above be extended to 12 months from the date of termination.

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.

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

Stock Option Plans and Stock Option Awards

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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.

The TMC Incentive Equity Plan provides for the future issuance of 44,372,170 Common Shares, including 10,672,485 shares added to the plan in January 2023 pursuant to the plan’s evergreen provision, provided that 2,243,853 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.

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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.

Sub-Plan may either be incentive stock options, which are intended to satisfy the requirements of Section 422 of the U.S.

Internal Revenue Code of 1986, as amended, 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.

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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.

Initial Grant - 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.

Annual Grant - We also grant each non-employee director annually a number of RSUs (each RSU relating to one Common Share), 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 the Nasdaq on the date of the grant (rounded down to the nearest whole share), each year on the first business day after our annual meeting of shareholders (the “Annual Grant”);

provided, however, that if there has been no annual meeting of shareholders held by the first business day of the third fiscal quarter, we make the Annual Grant to each non-employee director on the first business day of the third fiscal quarter of such year.

The table below summarizes the compensation of each person serving as a non-employee director of TMC for the fiscal year ended December 31, 2022.

Gerard Barron, our Chief Executive Officer, did not receive any additional compensation for his service as a director of TMC in 2022.

The compensation of Mr.

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Andrei Karkar

Scott Leonard

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.

Kathleen McAllister (2)

(1) The Annual Grant consists of 68,027 RSUs granted during the year ended December 31, 2022.

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:

McAllister ’ s stock awards include the value of her Initial Grant on joining the board and her Annual Grant both issued in 2022.

The following lists all outstanding equity awards held by our non-employee directors as of December 31, 2022:

Shares or Units

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Andrei Karkar

Scott Leonard

Amelia Kinahoi-Saimomua

Christian Madsbjerg

Jonas Munch Agerskov

Brian Paes-Braga

Kathleen McAllister

(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:

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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.

(2) Consists of RSUs for Initial Grants, which vests in thirds on each anniversary of the grant date, and RSUs for Annual Grants which vest on the date of TMC ’ s annual general meeting following 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:

The following table sets forth information known to the Company regarding the beneficial ownership of the Common Shares as of January 31, 2023 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;

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

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

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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.

The beneficial ownership of Common Shares is based on 266,812,131 Common Shares issued and outstanding as of January 31, 2023.

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.

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Anthony O’Sullivan (3)

Erika Ilves (4)

Craig Shesky (4)

Gregory Stone (6)

Christelle Gedeon (7)

Gina Stryker (8)

Christian Madsbjerg (5)

Andrew Hall (7)

Sheila Khama (8)

Andrei Karkar (9)

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(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.

(2) Consists of (i) 14,941,655 Common Shares, (ii) 4,078,044 Common Shares underlying options that are exercisable within 60 days of January 31, 2023, 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 520,833 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Mr.

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

1 and 104,167 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, (ii) 685,672 Common Shares underlying options that are exercisable within 60 days of January 31, 2023 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.

Does not include 1,011,259 Common Shares underlying options that are not exercisable and 208,333 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 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.

(4) Consists of (i) 500,331 Common Shares and (ii) 270,167 Common Shares underlying options that are exercisable within 60 days of January 31, 2023 held by Mr.

Does not include 387,898 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 January 31, 2023 held by Mr.

(5) Consists of (i) 2,677 Common Shares held by Mr.

Madsbjerg and (ii) 590,509 Common Shares underlying options that are exercisable within 60 days of January 31, 2023 held by Mr.

Does not include 126,407 Common Shares underlying options that are not exercisable and 73,382 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Mr.

(6) Consists of (i) 4,095,827 Common Shares held by Mr.

Greig and (ii) 716,916 Common Shares underlying options that are exercisable within 60 days of January 31, 2023 held by Mr.

Does not include 95,238 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Mr.

(7) Consists of 30,677 Common Shares held by Mr.

Does not include 73,382 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Mr.

(8) Consists of 2,677 Common Shares held by Ms.

Does not include 73,382 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Ms.

(9) Consists of (i) 2,677 Common Shares held by Mr.

Karkar, (ii) 642,613 Common Shares underlying options that are exercisable within 60 days of January 31, 2023 held by Mr.

Karkar, (iii) 51,955,976 Common Shares held by ERAS Capital LLC ( “ ERAS ” ), and (iv) 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.

(10) Consists of 2,677 Common Shares held by Ms.

Does not include 73,382 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Ms.

(11) Consists of 21,505 Common Shares underlying restricted share units that vest within 60 days of January 31, 2023 held by Ms.

Does not include 111,038 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held by Ms.

(12) See footnotes 2 through 11.

Includes (i) 572,191 Common Shares held in the aggregate by executive officers (and their children) other than the NEOs and (ii) 2,685,690 Common Shares underlying options that are exercisable within 60 days of January 31, 2023 held in the aggregate by executive officers other than the NEOs.

Does not include 1,516,889 Common Shares underlying options that are not exercisable and 260,417 Common Shares underlying restricted share units that do not vest within 60 days of January 31, 2023 held in the aggregate by executive officers other than the NEOs.

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

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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.

Includes (i) 22,701,648 Common Shares owned by Allseas Group S.A.

and (ii) 11,578,620 Common Shares issuable upon the exercise of a warrant owned by Allseas Group S.A.

Excludes (i) 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 and (ii) 10,850,000 Common Shares the Company intended to issue to Allseas Group S.A.

under the PMTA, which were issued to Allseas Group S.A.

on February 13, 2023.

Equity Compensation Plan Information

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(2) Consists of the weighted-average exercise price of the 25,140,262 options outstanding on December 31, 2022.

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

(3) Consists of 30,582,864 shares under the TMC 2021 Incentive Equity Plan and 5,136,395 shares under the TMC 2021 Employee Stock Purchase Plan that remained available for future issuance as of December 31, 2022.

No shares remained available for future issuance under the DeepGreen Plan as of December 31, 2022.

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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.

The TMC 2021 Employee Stock Purchase Plan has an annual increase provision that allows for an annual increase in the number of shares available for issuance under the TMC Employee Share Purchase Plan to be added on the first day of each fiscal year, beginning in fiscal year 2022.

The annual increase provision provides for an automatic increase in the number of shares available for issuance equal to the lesser of (i) 1% of the number of outstanding Common Shares on such date and (ii) an amount determined by the Board of directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Person Transactions — SOAC

Founder Shares

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 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 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

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.

2021 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.

2022 PIPE Financing

In the private placement of common shares, entered into on August 12, 2022, Gerard Barron, our Chief Executive Officer and Chairman, ERAS Capital LLC, the family fund of the Company’s director, Andrei Karkar, and Allseas purchased $100,000, $5 million and $5 million of our Common Shares, respectively.

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.

Consulting services during each of the years ended December 31, 2021 and 2022 amounted to $375,000.

On March 29, 2019, we entered into a strategic alliance with Allseas to develop a system to collect, lift and transport nodules from the seafloor to shore and agreed to enter into a nodule collection and shipping agreement whereby Allseas would provide commercial services for the collection of the first 200 million metric tonnes of polymetallic nodules on a cost plus 50% profit basis.

In furtherance of this agreement, on July 8, 2019, we entered into a Pilot Mining Test Agreement with Allseas (“PMTA”), which was amended on five occasions through February 2023, to develop and deploy a PMTS, successful completion of which is a prerequisite for our application for an exploitation contract with the ISA.

Under the PMTA, Allseas agreed to cover the development cost of the project in exchange for a payment from us upon successful completion of the pilot trial of the PMTS in NORI Area D.

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.

The pilot nodule collection system developed and tested by Allseas is expected to be upgraded to a commercial system with a targeted production capacity of 1.3 million tonnes of wet nodules per year with expected production readiness by the fourth quarter of 2024.

NORI and Allseas intended to equally finance all costs related to developing and getting the first commercial system into production that were estimated at less than EUR100 million.

It was anticipated that NORI will not have to make any payments related to the commercial system to Allseas until March 31, 2023.

Once in production, NORI expected 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 scaled up production to 1.3 million wet tonnes of nodules per year.

Following the successful completion of the NORI Area D pilot collection system trials in November 2022 and subsequent analysis of pilot data, the parties are reviewing Project Zero System production targets (up to 3 Mtpa of wet nodules), system design and cost estimates and intend to enter into a binding Heads of Terms in the second half of 2023.

The parties expect to further detail their relationship in three separate definitive agreements for engineering, conversion/build and commercial operations phase, respectively.

Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem, a further Samsung 10000, with the potential for it to be engineered to support a higher production rate of three 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.

Through December 31, 2022, we have made the following payments to Allseas under the PMTA:

(a) $10 million in cash in February 2020, (b) $10 million through the issuance of 3.2 million common shares valued at $3.11 per share in February 2020, (c) issued Allseas a warrant to purchase 11.6 million common shares at a nominal exercise price per share in March 2021, which became exercisable in November 2022 with the successful completion of the pilot trial of the PMTS in the NORI-D Area, (d) $10 million in cash in October 2021, following the closing of the Business Combination and meeting certain progress targets on the PMTS, (e) the second $10 million payment to Allseas under the PMTA on April 25, 2022, following the successful completion of the North Sea drive test and (f) the third and final $10 million payment to Allseas became due in November 2022 upon successful completion of the pilot trial of the PMTS in the NORI Area D, which we settle, along with certain other costs due Allseas under the PMTA, through the issuance of 10,850,000 common shares in February 2023 at a price of $1.00 per share upon entering into the fifth amendment to the PMTA.

As further described under Part II, Item 9B “Other Information” above, on March 22, 2023, we entered into a Credit Facility with Argentum Credit Virtuti GCV, the parent of Allseas Investments S.A.

and an affiliate of Allseas, pursuant to which, we may borrow from the Lender up to $25,000,000 in the aggregate, from time to time, subject to certain conditions set forth in the Credit Facility.

On March 21, 2017, the Company entered into four charter vessel agreements with Maersk and one charter vessel agreement with Maersk UK 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.

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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

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The audit committee will approve only those transactions that it determines are fair to the Company and in the Company’s best interests.

See also Item 10, “Directors, Executive Officers and Corporate Governance” above for additional information about our board of directors and its committees.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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All other fees:

(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.

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.

Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

All Other Fees are those associated with services not captured in the other categories.

The Company generally does not request such services from our independent registered public accounting firm.

Pre-Approval Policy and Procedures

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(Exhibit 10.23)

Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement, effective as of February 8, 2023, by and among DeepGreen Engineering Pte Ltd, DeepGreen Metals Inc., TMC the metals company Inc.

and Allseas Group S.A.

(Exhibit 10.1)

Sponsorship Agreement, dated as of March 8, 2008, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited

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(Exhibit 10.17)

Employment Agreement, dated July 25, 2017, by and between DeepGreen Metals Inc.

and Anthony O’Sullivan

Amended and Restated Employment Agreement, dated May 8, 2022, by and between The Metals Company Australia Pty.

LTD and Anthony O’Sullivan

(Exhibit 10.3)

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(Exhibit 10.19)

Amended and Restated Employment Agreement, dated May 6, 2022, by and between DeepGreen Resources, LLC and Craig Shesky

(Exhibit 10.2)

TMC the metals company Inc.

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(Exhibit 10.21)

TMC the metals company Inc.

2021 Employee Stock Purchase Plan

(Exhibit 99.1)

Form of Subscription Agreement for institutional investors, by and between Sustainable Opportunities Acquisition Corp.

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(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)

Form of Securities Purchase Agreement, dated August 12, 2022, by and among the Company and the Purchasers named therein.

(Exhibit 10.1)

Securities Purchase Agreement, dated August 12, 2022, by and among the Company and Gerard Barron.

(Exhibit 10.2)

Securities Purchase Agreement, dated August 12, 2022, by and among the Company and ERAS Capital LLC.

(Exhibit 10.3)

Non-Binding Memorandum of Understanding, dated March 14, 2022, by and between TMC the metals company Inc.

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(Exhibit 10.1)

At-The-Market Equity Distribution Agreement, dated December 22, 2022, by and among TMC the metals company Inc., Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc.

(Exhibit 10.1)

Royalty Agreement dated February 21, 2023 by and among TMC the metals company Inc., Nauru Ocean Resources Inc.

and Low Carbon Royalties Inc.

(Exhibit 10.1)

Investor Rights Agreement dated February 21, 2023 by and among TMC the metals company Inc., Brian Paes-Braga and Low Carbon Royalties Inc.

(Exhibit 10.2)

Unsecured Credit Facility, dated March 22, 2023, by and between TMC the metals company Inc.

and Argentum Credit Virtuti GCV

List of Subsidiaries

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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 confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

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March 27, 2023

/s/ Greard Barron

/s/ Gerard Barron

Gerard Barron

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(principal financial and accounting officer)

/s/ Gina Stryker

March 25, 2022

/s/ Christian Madsbjerg

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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