The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the notes to those statements appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the Risk Factors set forth in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
We are a deep sea mineral exploration company focused on the collection, processing and refining of polymetallic nodules found on the seabed in international waters of the
The CCZ is a geological submarine fracture zone of abyssal plains and other formations in the
Eastern Pacific Ocean, with a length of around 7,240 km (4,500 miles) that spans approximately 4,500,000 square kilometers (1,700,000 sq mi). Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, cobalt and copper in a single rock. These four metals contained in the polymetallic nodules are critical for the transition to clean energy. Our resource definition work to date shows that nodules in our contract areas represent the world's largest estimated undeveloped source of 92
critical battery metals. If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to produce three types of metal products: (i) feedstock for battery cathode precursors (nickel and cobalt sulfates) for electric vehicles ("EV") and renewable energy storage markets, (ii) copper cathode for EV wiring, clean energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production. Our mission is to build a carefully managed shared stock of metal (a "metals common") that can be used, recovered and reused for generations to come. Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand. Exploration and exploitation of seabed minerals in international waters is regulated by the
International Seabed Authority("ISA"), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea("UNCLOS"). The ISA grants contracts to sovereign states or to private contractors whoare sponsored by a sovereign state. The ISA requires that a contractor must obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS and such nation must maintain effective supervision and regulatory control over such sponsored contractor. The ISA has issued a total of 19 polymetallic nodule exploration contracts covering approximately 1.28 million km2, or 0.4% of the global seafloor, 17 of which are in the CCZ. We hold exclusive exploration and commercial rights to three of the 17 polymetallic nodule contract areas in the CCZ through our subsidiaries Nauru Ocean Resources Inc.("NORI") and Tonga Offshore Mining Limited("TOML"), sponsored by the Republic of Nauru("Nauru") and the Kingdom of Tonga("Tonga"), respectively, and exclusive commercial rights through our subsidiary, DeepGreen Engineering Pte. Ltd.'s("DGE"), arrangement with Marawa Research and Exploration Limited("Marawa"), a company owned and sponsored by the Republic of Kiribati("Kiribati"). We have key strategic alliances with (i) Allseas Group S.A.(Allseas), a leading global offshore contractor, which is developing a pilot collection system, which is expected to be modified into an initial smaller scale commercial production system and serve as the basis for the design of a full-scale commercial production system and (ii) Glencore International AG(Glencore) which holds offtake rights on 50% of the NORI nickel and copper production. In addition, we have worked with an engineering firm Hatch Ltd.(Hatch) and consultants Kingston Process Metallurgy Inc.(KPM) to develop a near-zero solid waste flowsheet. The pyromet stages of the flowsheet were tested as part of our pilot plant program at FLSmidth & Co. A/S's and XPS Solutions'(Glencore subsidiary) facilities and hydrometallurgical refining stages are being carried out at SGS SA. The near-zero solid waste flowsheet is in the process design that is expected to serve as the basis for our onshore processing facilities. In March 2022, we entered into a non-binding memorandum of understanding with Epsilon Carbon Pvt, LTD.(Epsilon Carbon) in which Epsilon Carbon expressed its intent to conduct pre-feasibility work to potentially finance, engineer, permit, construct and operate a commercial polymetallic nodule processing plant in India. We are currently focused on applying for our first exploitation contract from the ISA on the NORI Area D contract area with the goal of potentially starting commercial production in 2024. To reach our objective and initiate commercial production in 2024, we are: (i) defining our resource and project economics, (ii) developing an offshore nodule collection system, (iii) assessing the ESG impacts of offshore nodule collection, and (iv) developing onshore technology to process collected polymetallic nodules into a manganese silicate product, and an intermediate nickel-copper-cobalt matte product and/or end-products like nickel and cobalt sulfates, and copper cathode. We are still in the exploration phase and have not yet obtained any exploitation contracts from the ISA to commence commercial scale polymetallic nodule collection in the CCZ nor have we obtained the applicable environmental permits and other permits required to build and operate commercial scale polymetallic nodule processing and refining plants on land.
2021 has been an important year in our potential to exploit our resources and start commercial production. Below are some of the developments that occurred in 2021.
Creation of TMC the metal company Inc. – On
? the business combination, creating TMC the metals company Inc. and raised
Resource Estimation – Enabled
company, released a revised independent resource estimate for the NORI D Zone and
? for TOML in accordance with Canadian NI 43-101 standards, which showed a
upgrading the quantity and quality of resources from previous estimates we had
Set Value – Enabled
? Compliant initial appraisal report for the NORI Area D property which
indicated life of project net cash flow of
$30.6 billionand a project NPV of $6.8 billionusing a 93 Table of Contents
9% discount rate and metal price assumption for nickel metal
cobalt in cobalt sulfate
$56,920/t Co; manganese in manganese silicate $4.50/dmtu Mn.
Expected regulatory schedule – In
its right under the 1994 UNCLOS Implementation Agreement by requesting the ISA
? complete the adoption of the exploitation regulations within two years. AIS
with the aim of finalizing the regulations relating to the exploitation of the seabed
minerals in the area by
Conversion of nodules into salable metal – We have completed the pyrometallurgical pilot project
polymetallic nodule test producing a matte product containing > 80%
? combined Ni, Cu and Co which is a suitable raw material to produce critical metals
essential for electric vehicle batteries and wiring. We have also produced a manganese silicate
product that can be sold directly on the market and then transformed into manganese
alloy, an essential input to the production of steel.
Allseas ultra-deepwater drillship, the Hidden Gem has been modified and
? ranked first underwater mining vessel in the world. Allseas has advanced the
development and assembly of collection vehicle and vertical transport
system throughout 2021. We expect to complete this work in time for our pilot
nodule collection tests in 2022. Completion of Deep-Sea Environmental Baseline Program and Submission of
Collector Test EIS – We carried out five offshore campaigns in 2021, including
? at-sea sampling and data collection for our environmental reference
program. EIS for pilot test in NORI Zone D was submitted in July
2021 and the test is scheduled for the second half of 2022.
Support for reduced potential impact – Independent plume modeling for EIS
? was undertaken in 2021 which showed a more limited and localized impact than
Improved Transparency – We have partnered with Kongsberg Digital to develop the
? digital twin required to support our adaptive management system which
provide real-time visibility to subsea operations stakeholders, and
will allow us to operate safely, within acceptable limits.
September 9, 2021, we completed the Business Combination with SOAC. The transaction resulted in the combined company being renamed "TMC the metals company Inc." and the combined company's common shares and warrants to purchase common shares commenced trading on the Nasdaq Global Select Market ("Nasdaq") on September 10, 2021, under the symbols "TMC" and "TMCWW," respectively. As a result of the Business Combination, we received gross proceeds of approximately $137.6 million. The Business Combination was accounted for as a reverse recapitalization and DeepGreen was deemed the accounting acquirer. Under this method of accounting, SOAC was treated as the acquired company for financial statement reporting purposes. The Business Combination was accounted for as a reverse acquisition with no goodwill or intangible assets being recorded. As SOAC had no operations, the net assets acquired were recorded at their historical cost. Adjustments related to the Business Combination including consideration paid to DeepGreen shareholders and any other adjustments to eliminate the historical equity of SOAC and recapitalize the equity of DeepGreen were recorded to common shares to reflect the effective issuance of common shares to SOAC and Private Investmentin Public Equity investors in the Business Combination. Following the Business Combination, we became the successor to an SEC-registered company, which resulted in us hiring additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices to ensure ongoing compliance with applicable law and Nasdaq listing requirements. We expect to incur additional annual expenses as a public company for, among other things, directors' and officers' liability insurance, director fees, additional internal and external accounting, legal and administrative resources, including increased personnel costs, audit and other professional service fees. 94 Table of Contents Exploration Contracts We currently hold exclusive exploration rights to certain polymetallic nodule areas in the CCZ through our subsidiaries NORI and TOML, sponsored by the Republic of Nauruand the Kingdom of Tonga, respectively, and exclusive commercial rights through our subsidiary's (DGE), arrangement with Marawa, a company owned and sponsored by the Republic of Kiribati. NORI. NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the "NORI Contract Area") covering 74,830 km2 in the CCZ that were granted by the ISA in July 2011. NORI is sponsored by Naurupursuant to a certificate of sponsorship signed by the Government of Nauruon April 11, 2011. The D block of the NORI area ("NORI Area D") is the seafloor parcel where we have performed the most resource definition and environmental work to date. NORI commissioned AMC Consulting Ltd, a leading mining consulting firm (AMC), to undertake a preliminary economic assessment ("PEA") of the mineral resource contained in NORI Area D and to compile a technical report compliant with Canadian National Instrument (NI 43-101), which was completed in March 2021. AMC subsequently compiled the NORI Technical Report Summary, dated March 2021, which included an initial assessment and an economic analysis of NORI Area D prepared in accordance with the SEC'sModernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K (the "SEC Mining Rules"). The NORI Technical Report Summary is filed as Exhibit 96.1 to this Annual Report on Form 10-K. TOML. TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 km2 in the CCZ that were granted by the ISA in January 2012(the "TOML Contract Area"). On March 8, 2008, Tongaand TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML's exploration application to the ISA (subsequently granted) for the TOML Contract Area. The sponsorship agreement was updated on September 23, 2021. TOML commissioned a Technical Report Summary by AMC, dated March 2021, which is filed as Exhibit 96.2 to this Annual Report on Form 10-K. Marawa. DGE, our wholly-owned subsidiary, entered into agreements with Marawa and Kiribatiwhich provide DGE with exclusive exploration rights to an area covering 74,990 km2 in the CCZ (the "Marawa Contract Area"). The exploration contract between Marawa and the ISA (the "Marawa Exploration Contract") was signed on January 19, 2015. To date, very limited offshore marine resource definition activities in the Marawa Contract Area have occurred and we expect to commit future resources as contractually agreed with Marawa to evaluate the future commercial viability of any project in such area. We have not completed adequate exploration to establish the economic viability of any project in the Marawa Contract Area. Further work will need to be conducted in order to assess the viability of any potential project in the Marawa Contract Area and such work may take several years until such assessment can be made. Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.
Main trends, opportunities and uncertainties
We are currently a pre-revenue company and we do not anticipate earning revenues until such time as NORI receives an exploitation contract from the ISA and we are able to successfully collect polymetallic nodules and process the nodules into saleable products on a commercial scale. We believe that our performance and future success pose risks and challenges, including those related to: finalization of ISA regulations to allow for commercial exploitation, approval of an application for the ISA exploitation contract, developing environmental regulations associated with our business and successful development of our technologies to collect and process polymetallic nodules. These risks, as well as other risks, are discussed in Item 7A entitled "Quantitative and Qualitative Disclosures About Market Risk" and Item 1A entitled "Risk Factors" included in this Annual Report on Form 10-K.
Impact of climate change
TMC is committed to adopting the
Task Force on Climate-Related Financial Disclosuresrecommendations. In our upcoming inaugural impact report, we will be providing the same type of climate-related disclosure to the one in this Annual Report on Form 10-K. We recognize that climate change may have a meaningful impact on our financial performance over time, and we have begun the process of consolidating key risks and corresponding action plans to mitigate their negative impact of climate change and create value.
Our climate-related transition risks and opportunities are likely to be driven by changes in regulation, public policy and technology.
95 Table of Contents Regulatory risks
Regulations related to emissions limits, such as cap and trade schemes and carbon taxes, would likely increase our future cost of operations, energy purchase, and equipment selection in addition to costs associated with potential carbon tax and/or purchase of carbon offsets. It is difficult to estimate the impact of potential future regulations on future operations. We are working on a plan for continuous reduction of emissions and eventually developing operations with as close to zero emissions as possible. When selecting the location of our onshore plant, one of our requirements is access to renewable energy as our metallurgical process will be the most energy intensive step in our operations. In addition, we are looking to replace metallurgical coal used as reductant during calcining of nodules and have tested potential renewable alternatives. We are also identifying the best approach for decarbonizing our offshore operations. To date, we have not experienced any material impact to our business related to potential regulations but will continue to evaluate and monitor future developments.
Risks for public policies
Awareness of climate change related impacts and commitments made by companies and governments to achieve net zero emissions, continues to grow. We support the ambition of the
U.S.to achieve net zero greenhouse gas emissions by no later than 2050 and to reach half of all new vehicles sales to be EVs by 2030. We are committed to achieving zero emissions and are reviewing and designing technologies to achieve this goal. The location of our onshore plant will be key, and we will be working on science-based targets and scenario analysis in 2022. To support the EV and battery storage value chain, we are looking to close the emerging supply gap of critical battery metals needed for the transition to renewable energy and adoption of EVs. We plan to take advantage of this opportunity to supply lower carbon battery metals, avoid deforestation, and
help reduce the cost of batteries. Technology risks The timing and deployment of technologies to support the transition to a lower carbon economy can be uncertain. Investments in assets with long lifespans require the selection of not only the proper technology, but also the proper timing to retain the ability to adapt to future developments. There are also risks associated with the additional costs of lower emissions technology and transition to renewables. To mitigate this risk, we based our flowsheet development on existing proven technology, while retaining sufficient flexibility to be able to retrofit processes with new lower carbon technology as they become available. Physical risks
Our main activity currently consists of offshore exploration campaigns for research and testing purposes, and technology development at partner facilities. However, once a location is selected for our onshore metallurgical plant, we will assess the risks associated with hurricanes, floods, and extreme weather.
March 2020, the World Health Organizationdeclared the global outbreak of COVID-19 a pandemic. Since then, there have been actions, of varying severity, taken around the world to mitigate and manage the spread of COVID-19. The disparate actions undertaken by local governments to mitigate or manage the spread have had and are expected to continue to have an adverse impact on supply chains and labor markets worldwide. On March 27, 2020, the U.S.enacted the Coronavirus Aid, Relief, and Economic Security ("CARES") Act to provide financial stimulus and support as a result of the initial economic fallout from events related to the COVID-19 pandemic. As we are a pre-revenue company, the impacts of COVID-19 are relatively smaller than companies with commercial operations. Depending on the duration and evolution of the pandemic and our supply chains and future customers' ability to operate normally, there could be future challenges to our business which we cannot currently foresee. It is critical for our partners to have access to supplies and competent human capital for us to collectively meet our business objectives. As we have seen during the height of the pandemic and continuing regulations in certain countries, many of our contractors and service providers have modified their business practices to limit travel and in-person meetings. 96 Table of Contents
While there are positive signs that the current situation is being managed well in most parts of the world and country-wide restrictions and lockdowns are subsiding, there can be no guarantee that any new COVID-19 variant would not result in reinstating restrictions which may impact our business. If significant portions of our contractors, service providers and partners are unable to work effectively, including due to illness, lockdowns, quarantine measures or other government actions, our current development activities and future operations may be impacted negatively. For instance, the final exploitation regulations were expected to be adopted by the ISA during 2020 but were delayed due to COVID-19. Offshore, in 2021, we have safely and successfully completed five complex campaigns in our NORI Area D in the CCZ involving crew and scientists departing from and returning to
San Diegofrom around the world. In close coordination with our partners, we have implemented rigid quarantining and testing protocols designed to provide a safe COVID-19 free work environment. Onshore, our pilot plant program at third-party facilities has proceeded without COVID-19 related incidents. Our corporate and project development teams have adopted a virtual working environment without a traditional office setting. This means we have been minimally impacted by countrywide lockdowns across the globe. We continue to work and collaborate through virtual channels on an ongoing basis. We continue to closely monitor the recent developments surrounding the continued spread and potential resurgence of COVID-19 from variants. The COVID-19 pandemic may have an adverse impact on our operations, particularly because of preventive and precautionary measures that our company, other businesses, and governments are taking. Refer to the section entitled "Risk Factors" included in this Annual Report on Form 10-K for more information. We are unable to predict the full impact that the COVID-19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic and the actions that may be taken by government authorities. However, COVID-19 is not expected to result in any significant changes to our business or our costs in the near term. We will continue to monitor the performance of our business and reassess the impacts of COVID-19.
We currently conduct our business through one operating segment. As a pre-revenue company with no commercial operations, our activities to date have been limited. Our historical results are reported under
U.S.GAAP and in U.S.dollars. All share and per share amounts have been adjusted to reflect the impact of the Business Combination.
March 31, 2020, DeepGreen entered into an acquisition agreement to acquire the polymetallic nodules business unit of TOML and other entities in the group (the " TOML Group") from DSMF (the "TOML Acquisition"). Total purchase price of the TOML Acquisition, before transaction costs, was $32.0 million. TOML holds the TOML Exploration Contract, and some exploration related equipment. The TOML Groupalso holds various patents and an application right with respect to a prospecting exploration contract in Kiribati. The purchase price of $32.0 millionwas settled through initial cash payments in two tranches of $0.25 millioneach (paid on March 31, 2020and May 31, 2020, respectively), issuance of 9,005,595 common shares, $0.1 millionpayment to the ISA on behalf of DSMF and deferred consideration of $3.4 millionwhich was to be paid on January 31, 2021. The common share consideration paid by DeepGreen was valued at $3.11per DeepGreen common share based on the recent private placements completed by DeepGreen for a total of $28.0 million. DeepGreen had the option of settling the deferred consideration in either cash or common shares of DeepGreen at its sole discretion. In January 2021, the arrangement with DSMF was amended to pay the entire deferred consideration in cash. The deferred consideration was fully settled on June 30, 2021. DeepGreen determined that the value of TOML Acquisition was substantially concentrated in the TOML Exploration Contract and therefore considered this to be an acquisition of a group of connected assets rather than an acquisition of a business. Consequently, the total cost of the transaction was primarily allocated to exploration contracts. 97
Components of operating results
We are an exploration-stage company with no revenue to date and a net loss of
$141.3 millionfor the year ended December 31, 2021, compared to a net loss of $56.6 millionin the prior year. We have an accumulated deficit of approximately $304.2 millionfrom inception through December 31, 2021.
Our historical results may not be indicative of our future results for reasons that may be difficult to predict. Therefore, the drivers of our future financial results, as well as the components of those results, may not be comparable to our historical or projected results of operations.
To date, we have not generated any revenue. We do not expect to generate revenue until at least 2024 and only if NORI receives an exploitation contract from the ISA and we are able to successfully collect polymetallic nodules and process the nodules into saleable products on a commercial scale. Any revenue from initial production is difficult to predict.
Exploration and evaluation expenditures
We expense all costs relating to exploration and development of mineral claims. Such exploration and development costs include, but are not limited to, ISA contract management, geological, geochemical and geophysical studies, environmental baseline studies, process development and payments to Allseas for the PMTS. Our exploration expenses are impacted by the amount of exploration work conducted during each period. The acquisition cost of ISA polymetallic nodule exploration contracts will be charged to operations as amortization expense on a unit-of-production method based on proven and probable reserves should commercial production commence in the future.
General and administrative expenses
General and administrative ("G&A") expenses consist primarily of compensation for employees, consultants and directors, including share-based compensation, consulting fees, investor relations expenses, expenses related to advertising and marketing functions, insurance costs, office and sundry expenses, professional fees (including legal, audit and tax fees), travel expenses and transfer and filing fees. Share-based compensation cost from the issuance of stock options and restricted share units ("RSUs") is measured at the grant date based on the fair value of the award and is recognized over the related service period. Share-based compensation costs are charged to exploration expenses and general and administrative expenses depending on the function fulfilled by the holder of the award. In instances where an award is issued for financing related services, the costs are included within equity as part of the financing costs. We recognize forfeiture of any awards as they occur.
Interest income consists primarily of interest income earned on our cash and cash equivalents.
Interest expense resulted from our financing transactions, specifically the convertible debentures issued in
February 2021, which accrued interest at 7% per annum. The convertible debentures were fully converted into DeepGreen common shares on September 9, 2021. Foreign Exchange Loss The foreign exchange income or loss for the periods primarily relates to our cash held in Canadian dollars and to the settlement of costs incurred in foreign currencies, depending on either the strengthening or weakening of the U.S.
dollar. 98 Table of Contents
Change in fair value of warrant liabilities
Change in fair value of warrant liabilities primarily consists of the change in the fair value of the 9,500,000 warrants issued to
Sustainable Opportunities Holdings LLCconcurrently with SOAC's initial public offering (the "Private Warrants"). For accounting purposes, the Company was considered to have issued the Private Warrants as part of the Business Combination.
DeepGreen has been determined to be the accounting acquirer and, therefore, all information prior to the business combination, including prior period financial information, represents the financial condition and results of operations of DeepGreen.
Comparison of closed periods
For the Three Months Ended For the Year Ended (Dollar amounts in thousands, December 31, December 31, except as noted) 2021 2020 % Change 2021 2020 % Change Exploration and evaluation expenses
$ 12,825 $ 13,137(2) % $ 93,006 $ 48,88190 % General and administrative expenses 15,445 3,905 295 % 56,583 7,723 633 % Change in fair value of warrants liability (8,497) - N/A (9,375) - N/A Foreign exchange loss 25 43 (42) % 82 80 3 % Interest expense (income) - - N/A
1,003 (53) 199 % Loss for the period
$ 19,798 $ 17,08516 % $ 141,299 $ 56,631150 %
Full year 2021 versus full year 2020
Exploration and evaluation expenditures
Exploration and evaluation expenses for the year ended
December 31, 2021were $93.0 million, compared to $48.9 millionfor the year ended December 31, 2020. The increase of $44 millionwas primarily due to the recognition of $27.0 millionof share-based compensation granted to personnel during the year ended December 31, 2021as compared to $0.8 millionduring the same period in 2020. The share-based compensation cost for stock options and restricted share units granted to personnel involved in exploration activities is included within exploration and evaluation expenses for the periods presented. The increase in share-based compensation was mainly due to the completion of the Business Combination and increased project activity resulting in additional personnel and new incentive plans, as well as an increase in the fair value of DeepGreen common shares compared to the prior year. In addition, the cost of offshore campaigns that we undertook during the year ended December 31, 2021was $39.0 millionas compared to $28.0 millionduring the same period in 2020, reflecting increased activity to complete environmental baseline studies. In 2021, we had a strategic partnership with Maersk, as described below, pursuant to which we settled the costs for marine vessel services provided by Maersk through the issuance of common shares. Such common shares were recognized at their fair value and the changes in such fair value had a significant impact on exploration and evaluation expenditures in 2021. During March 2021, we revised our previous arrangement with Maersk, to require settlement of marine vessel services in cash instead of common shares. Cost incurred for the PMTS to Allseas during the year ended December 31, 2021was $14.3 million, representing the first two milestone payments to Allseas under Amendment 3 of our PMTS agreement with Allseas compared to $11.7 millionduring the same period in 2020, whereby we paid $10 millionand issued 3.2 million common shares to Allseas under Amendment 2 of our PMTS agreement with Allseas. 99
General and administrative expenses
G&A expenses for the year ended
December 31, 2021were $56.6 millioncompared to $7.7 millionin 2020. The increase in G&A in 2021 was a result of higher share-based compensation which increased by $30.1 million, reflecting the impact of new incentive plans, with higher issuances and vesting, with an increased workforce, as well as an increase in the fair value of DeepGreen common shares compared to the prior year. The level of corporate activities and the number of corporate personnel increased as a result of the Business Combination. In addition, an expense of $3.9 millionwas recognized in the third quarter of 2021, as the board of directors approved amendments to certain stock option grants to extend their initial terms. Professional and consulting fees, and investor relations expenses increased by $8.6 millionand $5.3 million, respectively, as compared to 2020 due to increased corporate activities as we became a public company. We expect G&A expenses, excluding those related to the Business Combination, to continue to increase as we expand our infrastructure to prepare for commencement of production and due to additional legal, accounting, insurance and other expenses associated with being a public company.
During the year ended
Change in fair value of warrant liability
Change in fair value of warrant liability primarily consists of the change in the fair value of the 9,500,000 warrants issued to
Sustainable Opportunities Holdings LLCconcurrently with SOAC's initial public offering (the "Private Warrants"). For accounting purposes, we are considered to have issued the Private Warrants as part of the Business Combination.
Cash and capital resources
Prior to closing of the Business Combination, our primary sources of capital have been private placements of DeepGreen common shares and DeepGreen preferred shares and the issuance of convertible debentures completed in
February 2021, which were automatically converted into DeepGreen common shares immediately prior to the completion of the Business Combination. In addition, on September 9, 2021, we completed the Business Combination with SOAC, and as a result we received gross proceeds of approximately $137.6 million. As of December 31, 2021, we had cash and cash equivalents of $84.9 million. We have yet to generate any revenue from our business operations. We are an exploration-stage company and the recovery of our investment in mineral exploration contracts and attainment of profitable operations is dependent upon many factors including, among other things, the development of production system for collecting polymetallic nodules from the seafloor as well as the development of our processing technology for the metallurgical treatment of such nodules, the establishment of mineable reserves, the demonstration of commercial and technical feasibility of seafloor polymetallic nodule collection and processing systems, metal prices, and securing ISA exploitation contracts. While we have obtained financing in the past, there is no assurance that such financing will continue to be available on favorable terms, if at all.
Financing for the 2020 financial year
During the year ended
December 31, 2020, we issued 6.6 million DeepGreen Common Shares in private placements for total proceeds of $20.4 million. Inclusive in this was a subscription from Allseas for 3.2 million DeepGreen Common Shares for total proceeds of $10 million. We further issued 3.2 million DeepGreen Common Shares for services to Allseas at a price of $3.11per share for total value of $10.0 millionand 4.7 million DeepGreen Common Shares for marine vessel services to Maersk to settle invoiced cost of $5.1 millionat an agreed upon contract price of $1.08per share. Such shares issued to Maersk were recognized for accounting purposes at $3.11per share. During the year ended December 31, 2020, option holders exercised 2.6 million stock options for total proceeds of $0.9 millionat an average exercise price of $0.42per share. 100 Table of Contents Fiscal 2021 Financings During the year ended December 31, 2021, we issued 4.2 million DeepGreen Common Shares to Maersk for marine vessel services. Such Common Shares were valued at $6.05per DeepGreen Common Share. Certain holders of stock options exercised their rights in exchange for 6.3 million DeepGreen Common Shares. The weighted average exercise price of these stock options was $0.67per DeepGreen Common Share resulting in total proceeds of $4.3 million. During February 2021, we raised a total of $26 millionthrough convertible debentures financing. The convertible debentures bear interest at the rate of 7.0% per annum, compounded annually, with a maturity date that is 24 months from the date of the financing. The debentures were automatically converted into DeepGreen Common Shares immediately prior to the Business Combination at the conversion price of $8.64per share. On February 18, 2021, debentures totaling $0.5 millionwere converted into 50,000 DeepGreen Common Shares, and then converted into 57,894 of our common shares upon closing of the Business Combination. On September 9, 2021, the Company issued 3,068,673 common shares, after adjustment for the exchange ratio, in connection with the Business Combination, upon conversion of the outstanding debentures consisting of $25.5 millionand $1.0 millionof principal and accrued interest, respectively. We expect our capital expenditures and working capital requirements to increase materially in the near future as NORI and TOML seek to obtain exploitation contracts, perform the required environmental studies, complete pre-feasibility and feasibility studies. We believe that our cash on hand will be sufficient to meet our working capital and capital expenditure requirements into the third quarter of 2023. With these funds, we expect to be able to complete pilot nodule system collection trials in 2022, complete our environmental impact studies by 2023, and lodge our application to move from exploration phase to exploitation phase in the third quarter of 2023. We may, however, need additional cash resources due to changes in business conditions or other developments, including, but not limited to, deferral of approvals, capital cost escalation, currently unrecognized technical and development challenges or changes in external business environment. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to delay our exploration and/or exploitation activities or scale back our operations, which could have a material adverse impact on our business and financial prospects.
Cash flow summary
Comparison of closed periods
The following table summarizes our sources and uses of cash for the three months and years ended
Presented below is a summary of our operating, investing and financing cash flows: For the Three Months Ended For the Year Ended December 31, December 31, (thousands) 2021 2020 2021 2020 Net cash (used in) operating activities
$ (27,753) $ (5,182) $ (56,092) $ (26,532)Net cash (used in) investing activities $ - $ - $ (3,842) $ (607)Net cash provided by financing activities $ - $ 944 $ 134,701 $ 21,292Increase (decrease) in cash $ (27,753) $ (4,238) $ 74,767 $ (5,847)101 Table of Contents
Full year 2021 versus full year 2020
Cash flows used in operating activities
Net cash used in operating activities for the year ended
December 31, 2021was $56.1 million, attributable to a net loss of $141.3 million, a net change in net operating assets and liabilities of $18.7 millionand non-cash adjustments of $66.5 million. Non-cash adjustments primarily consisted of $12.8 millionfor the value of shares issued to Maersk and $60.3 millionof share-based payments related to the value of the incentive stock options and RSUs recognized during the year ended December 31, 2021. The change in our net operating assets and liabilities was primarily due to a $22.0 millionincrease in accounts payable and accrued liabilities due to the timing of payments. Net cash used in operating activities for the year ended December 31, 2020was $26.5 million, attributable to a net loss of $56.6 millionand a net change in net operating assets and liabilities of $2.4 millionand non-cash adjustments of $27.7 million. Non-cash adjustments primarily consisted of $10.0 millionexpensed for the value of shares issued to Allseas and Maersk as described above, $12.9 millionfor the value of shares issued to Maersk at the end of 2020, $4.1 millionof share-based payments related to the value of the incentive stock options recognized during the year ended December 31, 2020, and $0.6 millionfor amortization of equipment. The change in our net operating assets and liabilities was primarily due to a $2.5 millionincrease in accounts payable and accrued liabilities due to the timing of payments.
Cash flows used in investing activities
Net cash used in investing activities for the year ended
December 31, 2021was $3.8 millionand related to the payments made to DSMF for the deferred consideration that became due during the period. As at December 31, 2021there was no amount outstanding for the deferred consideration pertaining to TOML Acquisition. We also spent $0.4 millionfor the purchase of equipment. Net cash used in investing activities for the year ended December 31, 2020was $0.6 millionand related to the initial payments made to DSMF in connection with the TOML Acquisition.
Cash flows generated by financing activities
Net cash provided by financing activities for the year ended
Net cash provided by financing activities for the year ended
December 31, 2020was $21.3 millionrelated to proceeds from private placements of $20.3 millionand $0.9 millionfrom the exercise of incentive stock options.
Contractual obligations and commitments
NORI exploration contract
As part of the NORI Exploration Contract with the ISA, NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. NORI had committed to spend
$5 millionover the five-year period from 2017 to 2021, which it has exceeded, spending close to $167 million(including over $77 millionspent in 2021). The periodic review report included a summary of work completed over the five-year period and a program of activities and estimated budget for the next five-year period. The report is being reviewed by the ISA.
Marawa Option Agreement and Services Agreement
As part of DGE's Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area, Marawa committed to spend a defined amount of funds on exploration activities on an annual basis. The commitment for fiscal 2021 and 2020 was Australian dollar
$2 millionand Australian dollar $1 million, respectively. The spending commitment for both years has been met. The commitment for fiscal 2022, 2023 and 2024 is Australian dollar $1 million, Australian dollar $3 millionand Australian dollar $2 million, respectively. Such commitment is negotiated with the ISA for five-year plans and is subject to regular periodic reviews. Marawa 102
is in the process of preparing to submit its 5-year periodic review report to the ISA. Due to uncertainty on the economic potential of the Marawa Contract Area, Marawa is currently considering conducting another exploration campaign to increase the geological knowledge or is considering to seek a new area. Marawa expects to finalize its decision in 2022. Marawa has delayed its 2022 geological and environmental work programs until it determines how it will move forward. We expect that the offshore engineering, onshore engineering and training work programs will continue to be advanced subject to any limitations posed by the ongoing pandemic. TOML Exploration Contract
As part of the TOML Exploration Contract, TOML submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report included a summary of work completed over the five-year period just completed and a program of activities and estimated budget for the next five-year period of
$44 million. TOML had committed to spend $30.0 millionover the five-year period from 2017 to 2021. Such commitment has flexibility where the amount can be reduced by the ISA and such reduction would be dependent upon various factors including the success of the exploration programs and the availability of funding.
For the year 2021, we had spent approximately
TOML has submitted its periodic five-year review which includes the next five-year work program, with both program periods under consideration by the ISA.
Regulatory obligations relating to exploration contracts
Each of TOML and NORI require sponsorship from their host sponsoring nations,
Tongaand Nauru, respectively. Each company has been registered and incorporated within the applicable host nation's jurisdiction. The ISA requires that a contractor must obtain and maintain sponsorship by a host nation that is a member of the ISA and such nation must maintain effective supervision and regulation over such sponsored contractor. Each of TOML and NORI is subject to the registration and incorporation requirements of these nations. In the event the sponsorship is otherwise terminated, such subsidiary will be required to obtain new sponsorship from another nation that is a member of the ISA. Failure to obtain such new sponsorship would have a material impact on the operations of such subsidiary and us. Sponsorship Agreements On July 5, 2017, Nauru, the Nauru Seabed Minerals Authorityand NORI entered into the NORI Sponsorship Agreement formalizing certain obligations of the parties in relation to NORI's exploration and potential exploitation of the NORI Area. Upon reaching the minimum recovery level within the exploitation contract area, NORI will pay Naurua seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, NORI will pay an administration fee each year to Naurufor such administration and sponsorship, which is subject to review and increase in the event NORI is granted an ISA exploitation contract. On March 8, 2008, Tongaand TOML entered into the TOML Sponsorship Agreement formalizing certain obligations of the parties in relation to TOML's exploration and potential exploitation of the TOML Area. Upon reaching the minimum recovery level within the exploitation contract area, TOML has agreed to pay Tongaa seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, TOML has agreed to pay the reasonable direct costs incurred by Tongato administer the obligations of Tongato the ISA. On September 23, 2021, Tongaupdated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by NORI with Nauru. Allseas Agreements 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 three occasions in 2020 and 2021, to develop and deploy a PMTS, successful completion of which is a prerequisite for our application 103
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 commercial nodule collection system The pilot nodule collection system developed and currently being tested by Allseas and 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 intend to equally finance all costs related to developing and getting the first commercial system. Once in production, NORI expects to pay Allseas a nodule collection and transshipment fee estimated at approximately EUR 150per wet tonne in the first year of operations and expected to be reduced as Allseas scales up production to 1.3 million wet tonnes per year. 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, 2022following the completion of the planned 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 three million tonnes of wet nodules. 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. Through December 31, 2021, we have made the following payments to Allseas under the PMTA: (a) $10 millionin cash in February 2020, (b) $10 millionthrough the issuance of 3.2 million common shares valued at $3.11per share in February 2020, (c) issued Allseas warrants to purchase 11.6 million common shares at a nominal exercise price per share in March 2021and (d) $10 millionin cash in October 2021, following the closing of the Business Combination and meeting certain progress targets on the PMTS. As of December 31, 2021, we had the following remaining payment obligations to Allseas under the PMTA: (a) $10 millionon the later of (i) January 1, 2022, and (ii) confirmation of successful completion of the North Seadrive test; and (b) $10 millionupon successful completion of the pilot trial of the PMTS in NORI Area D. Maersk Agreement Effective March 15, 2017, we entered into a strategic partnership with Maersk to undertake the exploration, environmental baseline and offshore testing required to support development of feasibility studies for economic production of polymetallic nodules from the CCZ. Under the agreement, Maersk provided vessel services and project management services, which enabled us to undertake the various offshore campaigns to support required pre-feasibility studies. During these offshore campaigns, we undertook baseline studies required to complete an ESIA, collected nodules for metallurgical test work and collected samples and survey data for resource evaluation. The invoiced cost related to the vessel was settled through issuance of common shares at an agreed upon price of $1.08per common share. Project management services provided by Maersk for managing these offshore campaigns are paid in cash. On March 3, 2021, the agreement with Maersk was amended whereby all costs incurred on or after February 5, 2021, pertaining to the use of the marine vessel, would be paid in cash rather than through issuance of common shares. Under this amendment, Maersk also agreed that amounts owed to Maersk for services rendered through February 5, 2021in the aggregate amount of $4.6 millionhad been satisfied by the issuance of 4.2 million common shares at a contractual price per share of $1.08. Our agreement with Maersk ended pursuant to its terms in January 2022. We are seeking proposals from third parties to provide a survey vessel, and specialized ROV and AUV services required to support the implementation of the collector test monitoring survey planned for 2022.
Direct debit agreement
May 25, 2012, DGEand Glencore International AG("Glencore") entered into a copper offtake agreement and a nickel offtake agreement. DGE has agreed to deliver to Glencore 50% of the annual quantity of copper and nickel produced by a DGE-owned facility from nodules derived from the NORI Area at London Metal Exchangereferenced market pricing with allowances for product quality and delivery location. Either party may terminate the agreement upon a material breach or insolvency of the other party. Glencore may also terminate the agreement by giving twelve months' notice. 104
Off-balance sheet arrangements
We are not party to any off-balance sheet arrangements.
Significant Accounting Policies and Estimates
Our financial statements have been prepared in accordance with
U.S.GAAP. In the preparation of these financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated financial statements. Our significant accounting policies are described in Note 2 to our audited consolidated financial statements included in this Annual Report on Form 10-K. We have the critical accounting policies and estimates which are described below.
March 31, 2020, we completed the TOML Acquisition and applied guidance from ASC 805 to understand the accounting treatment regarding this acquisition and make necessary judgements. ASC 805 defines a business as inputs and processes, when applied to the inputs, resulting in the creation of outputs. The key input acquired in connection with the TOML Acquisition is the TOML Exploration Contract and the related intellectual property. TOML Exploration Contract is in the exploration stage and therefore does not produce outputs. ASC 805 requires that where there is no output, there must be both an input and substantive process which must include an organized workforce with the necessary skills, experience, and knowledge to develop and convert the inputs into outputs, for a group of assets to be considered a business. An organized workforce was not included in the TOML Acquisition and therefore our management deemed that the TOML Acquisition was not a business acquisition and only an acquisition of a group of assets. Our position is supported by ASC 805's guidance that if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not considered a business. We determined that the value of TOML Acquisition was substantially concentrated in the TOML Exploration Contract. Our management also determined that other assets acquired (which included other intangible assets, such as patents and trademarks) were connected to the TOML Exploration Contract and would not hold value by themselves. Consequently, the total cost of the transaction was primarily allocated to exploration contracts.
Value of common share-based payments
We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. We determine the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions:
Fair value of the common shares on the date of grant – We used the price of the
? latest private placements to assess the value of our shares as of the date of
the granting of incentive stock options.
? Expected duration – We have used the duration of the grant when calculating the
term due to insufficient historical exercise data.
Expected volatility – Because our common stock was not actively traded, the
? volatility is based on a benchmark of comparable companies within the mining industry. 105 Table of Contents
Expected dividend yield – Dividend rate used is zero because we never paid
? no cash dividends on our common stock and does not expect to do so in
a foreseeable future.
Risk-free interest rate – The interest rates used are based on the implicit rate
? yield available on Canadian Treasury zero-coupon issues with an equivalent
remaining term equal to the expected life of the award.
This valuation approach involves the use of estimates, judgments and assumptions that are subjective, such as those regarding the probability of future events. Changes in these estimates and assumptions impact our valuation as of the valuation date and may have a material impact on the valuation of the Company's common shares. Changes in these assumptions used to determine the fair value of incentive stock options, including the vesting timeline of granted stock options, could have a material impact on our loss and comprehensive loss.
Valuation of Warrant Indebtedness
We re-measure the fair value of the Private Warrants at the end of each reporting period. The fair value of the Private Warrants is estimated using a Black-Scholes option pricing model whereby the expected volatility is estimated using a binomial model based on consideration of the implied volatility from the Company's Public Warrants adjusted to account for the call feature of the Public Warrants at prices above
$18.00during 20 trading days within any 30-trading day period.
Recent accounting pronouncements
See Note 2 to the audited consolidated financial statements included in this Annual Report on Form 10-K for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations and cash flows.
Emerging Growth Company Status
Section 102(b)(1) of the Jumpstart Our Business Startups ("JOBS") Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an "emerging growth company" as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Following the closing of the Business Combination, we expect to remain an emerging growth company at least through the end of the 2021 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
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