▸ We are involved in litigation that may adversely affect us.· · · · ● 1 ▸ If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and we may face litigation.· · ● ● ● 3 ▸ V. Intellectual Property Risks.· · ● ● ● 3 ▸ While the metallurgical recovery estimates have been derived from commercial operation benchmarking, benchscale and pilot scale testwork, the commercial metal recoveries to products could vary significantly from these estimates.· · ● ● ● 3 ▸ Our efforts to explore a regulatory pathway for deep-sea nodule production under the U.S. Deep Seabed Hard Mineral Resources Act may subject us to conflicting regulatory requirements and other operational risks.· · · ● · 1 ▸ Our business is capital intensive, and we may be required to raise additional funds in the future in order to accomplish our objectives.● · · · · 1 ▸ Our outstanding warrants have become exercisable for our common shares beginning on October 9, 2021, which if exercised, will increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.● · · · · 1 ▸ Pandemics, including COVID-19, could have an adverse effect on our business.● ● · · · 2 rw ▸ Reduced growth in the adoption of electric vehicles by consumers may change our strategy and our business and operating results may be impacted.● ● ● ● · 4 ▸ There may be sales of a substantial amount of our common shares after the Business Combination by former SOAC shareholders and/or former legacy DeepGreen shareholders, and these sales could cause the price of our securities to fall.● · · · · 1 ▸ We are involved in litigation that may adversely affect us and may not be successful in our litigation related to non-performing Private Investment in Public Equity (“PIPE”) investors.● ● ● ● · 4 rw ▸ We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.● ● · · · 2 ▸ We may issue additional common shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our common shares.● · · · · 1 ▸ We may seek to incur debt in the future to fund our exploration and operational programs, which would reduce our financial flexibility and could have a material adverse effect on our business, financial condition or results of operation.● ● ● ● · 4 rw ▸ A shortage of skilled technicians and engineers may further increase operating costs, which could materially adversely affect our results of operations.● ● ● ● ● 5 ▸ An active trading market for our common shares and warrants may not be sustained, which would adversely affect the liquidity and price of our securities.● ● ● ● ● 5 ▸ As we are not a reporting issuer in Canada, our common shares and Special Shares may be subject to restrictions on resale in Canada.● ● ● ● ● 5 ▸ Changes to any of the laws, rules, regulations or policies to which we are subject could have a significant impact on our business.● ● ● ● ● 5 ▸ I. Regulatory and Environmental Risks.● ● ● ● ● 5 ▸ II.Resource and Market Risks.● ● ● ● ● 5 ▸ III.Social License and Public Perceptions Risks.● ● ● ● ● 5 ▸ If we are unable to resolve claims that may be brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from offering some of our products or using some of our processes.● ● ● ● ● 5 ▸ If we infringe, or are accused of infringing, on the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.● ● ● ● ● 5 ▸ Mineral resource and mineral reserve estimates from the contract areas of NORI and TOML are only estimates.● ● ● ● ● 5 rw ▸ Negative perceptions related to the offshore collection of polymetallic nodules could have a material adverse effect on our business.● ● ● ● ● 5 ▸ No seafloor polymetallic nodule deposit has ever been commercially collected, and our offshore collection technology and development plans and processes may not be sufficient to accomplish our objectives.● ● ● ● ● 5 ▸ Our Notice and Articles permit us to issue an unlimited number of common shares and preferred shares without seeking approval of the holders of our common shares.● ● ● ● ● 5 rw ▸ Our ability to generate revenue will be diminished if we are unable to compete with substitutions for the minerals that we intend to process or adapt to shifts in end-market demand.● ● ● ● ● 5 rw ▸ Our business is subject to a variety of risks, some of which may not be covered by our future or existing insurance policies.● ● ● ● ● 5 ▸ Our business is subject to numerous regulatory uncertainties which, if not resolved in our favor, would have a material adverse impact on our business.● ● ● ● ● 5 ▸ Our business is subject to significant risks, and we may never develop minerals in sufficient grade or quantities to justify commercial operations.● ● ● ● ● 5 ▸ Our exploration, development and polymetallic nodule collecting activities may be affected by natural hazards, which could have a material adverse effect on our business.● ● ● ● ● 5 rw ▸ Our growth will depend on our ability to execute on our plans and expand our operations and controls while maintaining effective cost controls.● ● ● ● ● 5 ▸ Our resource development activities are subject to changes in government regulation and political instability.● ● ● ● ● 5 ▸ Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.● ● ● ● ● 5 ▸ Some of the offshore equipment that we will need to accomplish our objectives has not been manufactured and/or tested.● ● ● ● ● 5 ▸ The grade and quality of the polymetallic nodule deposits that we intend to develop are estimates, and there are no guarantees that such deposits will be suitable for collecting or commercialization.● ● ● ● ● 5 ▸ The market price of our securities may be volatile, which could cause the value of your investment to decline.● ● ● ● ● 5 ▸ The prevailing market prices of nickel, manganese, copper, cobalt, and other commodities will have a material impact on our ability to achieve commercial success.● ● ● ● ● 5 ▸ There can be no assurance that the Public Warrants, Private Warrants, Class A Warrants, Class B Warrants, Class C Warrants, Korea Zinc Warrants, Nauru Warrants, and Tonga Warrants will be in the money, and they may expire worthless.● ● ● ● ● 5 rw ▸ There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.● ● ● ● ● 5 ▸ Uncertainty in our estimates of polymetallic nodule deposits could result in lower-than-expected revenues and higher costs.● ● ● ● ● 5 rw ▸ group VI. Public Company Risks and Risks Related to our Securities● ● ● ● ● 5 rw ▸ We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure.● ● ● ● ● 5 ▸ We are exposed to risks vis-à-vis our multi-national operations, which could adversely affect our business.● ● ● ● ● 5 rw ▸ We are reliant on third parties to conduct independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our offshore collection and onshore processing and refining objectives.● ● ● ● ● 5 ▸ We have limited operating history, and there can be no assurance that we will be able to commercially develop our resource areas or achieve profitability in the future.● ● ● ● ● 5 rw ▸ We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities.● ● ● ● ● 5 ▸ We may be classified as a PFIC in any taxable year which could result in adverse U.S. federal income tax consequences to U.S. holders.● ● ● ● ● 5 rw ▸ We may become subject to environmental liabilities as a result of noncompliance with existing or future regulations.● ● ● ● ● 5 rw ▸ We may experience difficulty in creating market acceptance for a novel manganese product.● ● ● ● ● 5 ▸ We may incur debt in the future, and our ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control.● ● ● ● ● 5 ▸ We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous, thereby making the warrants worthless.● ● ● ● ● 5 rw ▸ We operate in a competitive industry, and there are no assurances that our efforts will be successful.● ● ● ● ● 5 ▸ We or our partners may not be able to obtain necessary patents and the legal protection afforded by any patents may not adequately protect our or our partners’ rights or permit us to gain or keep any competitive advantage.● ● ● ● ● 5 ▸ We, our partners and our shareholders may be adversely impacted by pressure and lobbying from non-governmental organizations.● ● ● ● ● 5 rw ▸ Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially adversely affect our results of operations.● ● ● ● ● 5 
