TMC the metals Co Inc.

TMC published its first two SEC S-K 1300 technical reports on its Pacific nodule properties -- a pre-feasibility study for the NORI Area D project and an initial resource assessment covering both its TOML and NORI license areas -- a major step in formalizing its resource base under US reporting standards.

resource reserve update

TMC's TOML subsidiary signed a revised sponsorship agreement with the Kingdom of Tonga, replacing its 2021 agreement with updated terms on Tonga's share of future seabed-mineral production revenue, backed by a new TMC parent guarantee of TOML's obligations.

debt financing

The SEC concluded its investigation into TMC's 2020 acquisition of Tonga Offshore Mining Limited and its 2021 SOAC merger without recommending any enforcement action against the company or its officers and directors, closing out a multi-year regulatory overhang.

business combination

TMC disclosed it would restate its 2023 financial statements, reversing the $13.75 million gain it had booked on the 2023 Low Carbon Royalties deal after concluding the transaction should be treated as a debt-like royalty liability rather than a sale of a non-financial asset.

financial restatement

Following an inconclusive session of the International Seabed Authority on international seabed-mining rules, TMC gave a corporate update on its expected production timeline and costs, disclosed a new Exclusive Vessel Use Agreement and an amendment to its unsecured credit facility, and reported preliminary mid-2023 cash on hand.

material agreement

TMC's NORI subsidiary sold a 2% royalty on its Clarion-Clipperton Zone nodule project to Low Carbon Royalties for $5 million cash plus a 35% equity stake in Low Carbon Royalties, while retaining an option to buy back up to 75% of the royalty later.

material agreement

TMC received its first Nasdaq notice that its stock had closed below the $1.00 minimum bid-price requirement for 30 straight trading days, starting a 180-day clock to regain compliance.

listing compliance notice

The SOAC/DeepGreen merger closed: DeepGreen became a wholly-owned subsidiary of the renamed TMC the metals company Inc., trading on Nasdaq, with insiders and DeepGreen's founding shareholders locked up under a new registration rights agreement -- completing the process announced in March 2021.

business combination

the exchange certified TMC the metals Co Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

TMC the metals Co Inc.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

SOAC shareholders approved the business combination and all related proposals at their September 3, 2021 special meeting, clearing the final hurdle before closing the DeepGreen merger.

merger communication

Amendment No. 5 attached a caveat to DeepGreen's headline environmental claim: the life-cycle assessments behind the "70-99% reduction in most lifecycle ESG impacts" were not only commissioned by DeepGreen but co-authored by its own executive officers, a fact the earlier versions did not mention, and the claim itself was recast as something DeepGreen believes. It also confirmed the collector-test environmental impact statement had actually been lodged with the International Seabed Authority in July.

business combination

Amendment No. 4 hardened the environmental language substantially: "some uncertainty" about biodiversity impact became "significant uncertainty", and commercial-scale collection went from potentially harmful to "certain to disturb wildlife in the operating area". Against that, it disclosed the regulatory clock DeepGreen was counting on -- on 25 June 2021 Nauru gave the International Seabed Authority formal notice requiring it to adopt exploitation regulations by 9 July 2023, or consider a plan of work anyway.

business combination

DeepGreen announced its securityholders overwhelmingly approved the business combination with SOAC (90.4% of outstanding shares voted, none against), clearing the way for closing expected in the third quarter of 2021.

merger communication

Amendment No. 2 set out the mechanics and the conflicts. The steps to closing were spelled out, beginning with the vehicle's migration from the Cayman Islands to British Columbia, and a new section listed what the sponsor stands to gain: $25,000 paid for 7,500,000 founder shares, $9.5 million for private placement warrants that expire worthless if no deal closes by 8 November 2021, and 741,000 shares exchanged for 1,241,000 earnout shares. A first risk factor on deep-sea biodiversity was added.

business combination

Amendment No. 1 to the Form S-4 registering the SOAC/DeepGreen combination: the SPAC moves from the Cayman Islands to British Columbia and becomes TMC the metals company, DeepGreen holders take 230.6 million shares on a $2.25 billion equity value plus 135 million earn-out shares, and a $330.3 million share placement at $10.00 funds the deal. Attached are the first technical reports on the NORI and TOML seabed nodule areas in the Clarion-Clipperton Zone.

business combination

SOAC disclosed it would restate its financial statements, reclassifying $15 million of public warrants and $9.5 million of sponsor warrants as liabilities rather than equity, after the SEC issued new guidance on SPAC warrant accounting that year -- an industry-wide issue that affected most SPACs at the time, not specific to SOAC's own conduct.

financial restatement

Duplicate filing disclosing that SOAC will restate its financial statements to reclassify its public and sponsor warrants as liabilities rather than equity, following new SEC guidance on SPAC warrant accounting.

merger communication

Sustainable Opportunities Acquisition Corp, a blank-cheque company, registered the shares for its combination with DeepGreen Metals -- to be renamed TMC the metals company -- which holds rights to three of the seabed exploration contracts issued for the Clarion-Clipperton Zone, an area of 149,543 square kilometres with an estimated 1.6 billion wet tonnes of polymetallic nodules. DeepGreen is valued at a fixed $2.25 billion with no adjustment, alongside a $330.3 million private placement at $10.00 a share, and the vehicle moves from the Cayman Islands to British Columbia on the way through.

business combination

SOAC and DeepGreen Metals -- a Vancouver-based explorer of seafloor polymetallic nodules in the Pacific's Clarion-Clipperton Zone -- announced they had signed a Business Combination Agreement to take DeepGreen public.

business combination

Formal filing of the Business Combination Agreement terms: SOAC will migrate to British Columbia and acquire all of DeepGreen's shares in exchange for SOAC common shares and earnout shares, with DeepGreen becoming a wholly-owned subsidiary -- a deal later disclosed at a pro forma equity value of about $2.9 billion.

business combination

Sustainable Opportunities Acquisition Corp. (SOAC), an ESG-focused blank-check company, completed its IPO, raising $300 million placed in trust to fund a future business combination -- the vehicle that would go on to acquire DeepGreen Metals (later renamed The Metals Company) in 2021.

business combination

the exchange certified TMC the metals Co Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice