Metals Company SPAC
BETTER METALS FOR EVs
Transaction currently expected to fully fund pre-production capital and
"Project Zero" (initial commercial production).
Key Transaction Terms
The Metals Company and SOAC raised a fully committed, upsized PIPE of $330mm to support the
transaction
SOAC currently has $300mm in cash held in trust account
$2.4 billion pro forma enterprise value
NORI-D NAV of $6.8bn, P/ NAV of 0.35x
Proceeds raised expected to fund the required capex for pre-production (offshore and onshore
development, technical studies) as well as "Project Zero"
Earn-out of 2% of total pro forma shares outstanding issued to existing TMC shareholders at illustrative pro
forma share price of $15.00¹
Sponsor will move 0.7mm shares to earn-out at $12.00 per share and will receive 0.5mm additional shares
share price of $50.00
Pro Forma Ownership
SPAC Public Investors
Sponsor Promote
PIPE Investors
Shares to The Metals Company
Total Shares Outstanding
Pro Forma Ownership²
Shares (mm)
30.0
6.8
33.0
225.0
294.8
Ownership
10%
2
11
76
100%
Illustrative Pro Forma Valuation
Pro Forma Valuation
Share Price
Pro Forma Shares Outstanding
Equity Value
Plus: Debt
Less: Cash
Enterprise Value
2027E NORI-D EBITDA
FV/2027E NORI-D EBITDA
Sources
SPAC Cash in Trust
PIPE Proceeds
Sponsor Promote
The Metals Company Rollover Equity
Total Sources
Uses
Proceeds to The Metals Company
Sponsor Promote
Transaction Costs
The Metals Company Rollover Equity
Total Uses
Sources and Uses
¹ Additional shares issued at $25.00, $35.00, $50.00, $75.00, $100.00, $150.00 and $200 (please see appendix for details).
2 Pro forma ownership assumes no redemptions by SPAC shareholders and does not include the issuance of 10mm shares upon exercise of a warrant that will replace a certain contingent liability with respect to an operational milestone.
($mm)
$300
330
68
2,250
$2,948
($mm)
$570
68
60
2,250
$2,948
$10.00
295
$2,948
0
(570)
$2,378
1,983
1.2x
Percent
10%
11
2
76
100%
Percent
19%
2
2
76
100%
18View entire presentation