Exhibit 10.13


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.


 


 


 


 


 


 


 


	

    Sponsorship Agreement
	 

                                                    

                                                    

                                                    

                                                    

	
    The Kingdom of Tonga/ The Tonga Seabed Minerals
    Authority

    Tonga Offshore Mining Limited

    



 




     


     


    

 


	Sponsorship Agreement	 
	 


 


Table of Contents


 


	1.	Term	 	3
	2.	Sponsorship	 	4
	3.	Commercial Recovery Payment	 	5
	4.	Audit	 	6
	5.	Undertaking to Comply with ISA Contract Terms	 	6
	6.	Subcontractors	 	7
	7.	Training and Capacity Building	 	7
	8.	Indemnification	 	7
	9.	Applicable Taxes and Payments	 	9
	10.	Tongan Laws, Expropriation and Corporate Existence	 	9
	11.	Assignment of TOML Rights	 	12
	12.	Notification to TOML	 	14
	13.	Exploitation Application	 	14
	14.	Environmental and Safety Performance Monitoring Program	 	14
	15.	ESPMP Officers	 	15
	16.	Completion Criteria	 	16
	17.	Confidentiality	 	16
	18.	Administration Fee	 	17
	19.	TOML Default and State Default	 	17
	20.	Temporary Suspension of Activities	 	18
	21.	Material TOML Breach Termination	 	20
	22.	Material State Breach	 	21
	23.	Dispute Resolution	 	21
	24.	Authorisation to Enter Agreement	 	22
	25.	Governing Jurisdiction	 	22
	26.	International Law	 	22
	27.	Notices	 	22
	28.	Entire Agreement	 	23
	29.	Force Majeure	 	23
	30.	Amendment	 	24
	31.	Severability of Provisions	 	24
	32.	Further Assurances 	 	24
	33.	No Limitation	 	24
	34.	Representations and Warranties	 	24
	35.	Non Reliance	 	24
	36.	Counterparts	 	25
	37.	Interpretation	 	25
	38.	Definitions	 	25



 






     
Page (i)


     


    

 





	Sponsorship Agreement	 
	 


 


	Date	23rd September, 2021
	 	 
	Parties	 
	
     

     

     
	
     

    The Kingdom of Tonga (the “State”)/
    The Tonga Seabed Minerals Authority, established under the Seabed Minerals Act 2014 (“the Act”)

     

    AND

     

    Tonga Offshore Mining Limited
    (“TOML”)

	Recitals	 
	A	TOML has the exclusive right to explore for Polymetallic Nodules in the International Seabed Area pursuant to the ISA Exploration Contract.

                                                                                 

	B	The State has Sponsored TOML’s Activities in the International Seabed Area pursuant to the Sponsorship Certificate, and agrees to maintain Sponsorship on the terms of this Agreement. 

                                                                                 

	C	In exchange for the State’s sponsorship, TOML will pay a Commercial Recovery Payment during Exploitation in accordance with Section 91(2)(b) of the Act.

                                                                                 

	D	The Commercial Recovery Payment will be paid via the Tonga Seabed Minerals Authority to the Seabed Minerals Fund, in accordance with the Act to provide benefits to Tonga’s current and future generations in a transparent manner. In this way, the Commercial Recovery Payment paid by TOML during Exploitation is intended to provide significant benefits with a high social rate of return to the people of Tonga. 

                                                                                 

	E	TOML currently provides capacity building initiatives for Tongan nationals and proposes to continue to provide such initiatives during the Exploration and Exploitation phases. 

                                                                                 

	F	The exploration and exploitation will be carried out in the International Seabed Area, which is outside the sovereign jurisdiction of the State. For clarity, the State does not own the Polymetallic Nodules contained in TOML’s Tenement Area. Polymetallic nodule processing will also be carried out in a different national jurisdiction to the State given geographic and infrastructure constraints.  


 




    	     	
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	G	The seafloor minerals contained in the Tenement Area are administered by the ISA, and TOML will be required to make payments to the ISA for the right to recover the minerals during Exploitation. In addition, because deep-sea mineral production involves many different areas of expertise and speciality, TOML will likely engage subcontractors for certain parts of the project. These subcontractors will need to earn a profit and will pay taxes in their own national jurisdictions. 
	 	 
	H	It is acknowledged that considerable funds will be required to be expended at risk before any commercial development of the Polymetallic Nodules in the Tenement Area. The State is not making any monetary investment in the Exploration and Exploitation activities in the Tenement Area, and accordingly is not exposed to the risk of loss associated with such investment.
	 	 
	I	TOML undertakes that its Polymetallic Nodule Exploitation in the International Seabed Area will not directly impact on the environment in the Kingdom of Tonga and will not cause depletion of the Kingdom of Tonga’s own mineral resources.
	 	 
	
    J

     
	With regard to the respective obligations and commitments under this Agreement, each of the parties covenant that it shall act in good faith and deal fairly with the other party.
	 	 


 


For good and valuable consideration, the Parties
hereto agree to be bound by the following terms and conditions:


 


		1.	Term



 


		1.1	This Agreement will remain in force for the duration of TOML’s 15 year ISA Exploration Contract,
and any extensions thereof, and will automatically extend for a further 25 years upon TOML being granted an ISA Exploitation Contract,
unless:



 


		(a)	TOML’s ISA Contract is terminated by the ISA as a result of TOML breaching the ISA Contract; or



 


		(b)	this Agreement is terminated pursuant to clauses 10.6, 11, 21, or 22 of this Agreement.



 


		1.2	During the Term TOML shall, within 30 days of the end of each calendar year, submit a report to the Tonga
Seabed Minerals Authority, containing information on its program of Activities for the previous year. Within 60 days of submitting the
report, the parties shall meet to discuss the report, as well as the performance of each of the parties under this Agreement, to ensure
the Agreement is being fulfilled as originally intended.



 




    	     	
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	Sponsorship Agreement	 
	 


 


		2.	Sponsorship



 


		2.1	The State agrees to:



 


		(a)	provide and maintain Sponsorship of TOML and TOML’s Exploration and Exploitation of the Tenement
Area (including providing Sponsorship of TOML’s Exploitation application(s) to the ISA) for the Term of this Agreement; and



 


		(b)	do all things reasonably necessary to give effect to TOML having the full benefit of the Sponsorship,
including renewing TOML’s Sponsorship Certificate, undertaking communications with, and providing documentation, certificates and
undertakings to, the ISA or other regulatory body required in respect of the Sponsorship.



 


		2.2	For clarity, the State acknowledges that the Sponsorship is provided by the State, as a signatory to UNCLOS,
for the purposes of UNCLOS and the ISA Regulations and that neither this Agreement nor Sponsorship confers on the State any rights to
or in connection with:



 


		(i)	the Tenements;



 


		(ii)	the Polymetallic Nodules contained within the Tenements or recovered therefrom; or



 


		(iii)	any product produced from the processing of the Polymetallic Nodules.



 


		2.3	TOML will have the exclusive enjoyment and right to carry out the Exploration and Exploitation in the
Tenement Area, and TOML may at its sole discretion deal with the title and ownership of Tenements and Polymetallic Nodules in any way.



 


		2.4	The State recognizes that the Exploration and Exploitation within the
Tenements shall require significant international financing, and the State agrees to use its best efforts to assist the TOML Group to
obtain financing, including entering into agreements and providing formal documents that the lenders, investors and other third parties
may reasonably require in relation to Sponsorship and the provision of regulatory certainty, however nothing herein will require or be
deemed that the State has provided or guaranteed any such financing. 



 


		2.5	For the avoidance of doubt, the State is only sponsoring TOML, and is not sponsoring or responsible for the activities of any other
entity in the TOML Group.



 


		2.6	For clarity, the Sponsorship Certificate is also referred to as a Title under
the Act. 



 




    	     	
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	Sponsorship Agreement	 
	 


 


		3.	Commercial Recovery Payment



 


		3.1	In exchange for the State agreeing to provide continued Sponsorship
for the Term on the terms set out in this Agreement, TOML shall pay to the Tonga Seabed Minerals Authority during Payment Years a Commercial
Recovery Payment (“CRP”) in accordance with this Clause 3. 



 


		3.2	The Commercial Recovery Payment will be US$[***] per Tonne of Polymetallic
Nodules Recovered from the Tenement Area during Payment Years.



 


		3.3	The CRP shall be paid in arrears on or before the last day of the month
immediately following the end of each calendar quarter during Payment Years. 



 


		3.4	The CRP is fixed for the first five years of this Agreement, and shall
be adjusted (on a compounding basis) on the first day of January in each following year by the relevant factor in each following year
that represents official inflation in the United States of America using the All Items Consumer Price Index for All Urban Consumers (CPI-U)
for the U.S. City Average published from time to time by the United States Department of Labour, Bureau of Labour Statistics. For example,
if official inflation in the US is 3% in the 6th year of this Agreement the CRP will be increased by 3% from US$[***] to US$[***].



 


		3.5	Until such time as TOML reaches the Minimum Recovery Level within the
Tenement Area, no CRP or other amounts or payments will be payable by TOML to the State, except for the Administration Fee under Section
18 of this Agreement.



 


		3.6	Subject to Sections 9 and 18 of this Agreement:



 


		(a)	the State hereby agrees that the CRP contemplated under this Section 3 represents the totality of the
monetary contributions, payments and Taxes the TOML Group is required to make to the State;



 


		(b)	the TOML Group will not be subject to or required to pay any other Taxes for the Term, including without limitation any Tax related to
the Exploration, Exploitation, the TOML Rights, the Business and/or Sponsorship.



 


		3.7	The State hereby undertakes and affirms that at no time will the rights (and the full and peaceful enjoyment
thereof) granted by it under this Agreement be discriminately derogated from or otherwise prejudiced by any Tongan Law or the action or
inaction of the State, or any official thereof, or any other person whose actions or inactions are subject to the control of the Government.
To the extent there is inconsistency between any future Tongan Law related to taxation or the financial terms between the State and the
TOML Group, then this Agreement will govern.



 




    	     	
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	Sponsorship Agreement	 
	 


 


		3.8	In accordance with Section 94 of the Act, once the CRP has been received by the Tonga Seabed Minerals
Authority, the Tonga Seabed Minerals Authority will pay the funds in to the Seabed Minerals Fund, excepting any funds allocated by the
Treasury to be used directly for the purposes of covering the costs of establishing the Tonga Seabed Minerals Authority and performing
the functions under the Act.



 


		4.	Audit



 


		4.1	The State may, not more than once each calendar year, request in writing
an independent audit of the amount of Polymetallic Nodules Recovered in the preceding calendar year (“Production Audit”).
If the State requests a Production Audit, TOML and the State shall seek to agree on a suitably qualified and independent auditor to conduct
the Production Audit. 



 


		4.2	TOML will provide the auditor with reasonable access to its records for the purpose of undertaking the
Production Audit.



 


		4.3	The Parties will require the auditor to provide a written report to the Parties on the findings of the
Production Audit within 30 days of completion of the Production Audit. In the absence of manifest error, the findings of the auditor will
be binding on the Parties.



 


		4.4	If the auditor determines that a materially larger or smaller (i.e. more than 5%) amount of Polymetallic
Nodules were Recovered from the Tenement Area in the preceding year than reflected in the CRP calculated by TOML for the year pursuant
to clause 3, then within 30 days of receipt of the auditor’s report, TOML must recalculate in accordance with the accurate and revised
figures determined by the auditor for that year the CRP under clause 3, and pay to (or deduct from future payments to) the State the difference
between the CRP already paid and the CRP due under clause 3 on the basis of the revised figures.



 


		4.5	The cost of an audit under this clause will be borne equally between the State and TOML.



 


		5.	Undertaking to Comply with ISA Contract Terms



 


		5.1	TOML shall ensure that the Activities carried out in the International Seabed Area will be in compliance
with:



 


		(i)	the terms and conditions of the applicable ISA Contract that is in existence at the time and that pertains
to the Activities in the International Seabed Area, including the environmental terms and conditions contained in the applicable ISA Contract;
and



 


		(ii)	TOML’s ISA Obligations that pertain to the Activities in the International Seabed Area.



 


		5.2	TOML and its Subcontractors will not commit any actions, or make any omissions that would cause the State
to materially breach its Sponsorship Obligations.



 




    	     	
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	Sponsorship Agreement	 
	 


 


		5.3	The State will not commit any actions or make any omissions that would cause TOML to breach its obligations
under clause 5.1.



 


		6.	Subcontractors



 


		6.1	Subject to the provisions of this clause, the State acknowledges and
agrees that TOML may delegate to and/or contract with Subcontractors to undertake all or part of the Exploration and Exploitation. 



 


		6.2	Notwithstanding any delegation or contract to a Subcontractor, TOML:



 


		(a)	remains bound by its obligations under this Agreement and the Act to carry out the Activities in accordance
with TOML’s ISA Obligations, and will take reasonable and appropriate measures to ensure that the Subcontractors comply with TOML’s
ISA Obligations;



 


		(b)	agrees that the Exploration and Exploitation shall be carried out in accordance with TOML’s ISA
Obligations and the Act, whether the Exploration or Exploitation is being carried out by TOML or a Subcontractor; and



 


		(c)	is responsible to the State for any monetary damage the State suffers under UNCLOS for a breach of its
Sponsorship Obligations resulting from the acts, negligence, omissions or defaults of any Subcontractor in carrying out the Activities
in the International Seabed Area, as if they were the acts, negligence, omissions or defaults of TOML.



 


		6.3	TOML shall take reasonable and appropriate measures to ensure that the
Activities carried out in the International Seabed Area are executed by and under the supervision of appropriately qualified, experienced
and skilled personnel.



 


		7.	Training and Capacity Building



 


TOML will implement training and capacity
building initiatives for Tongan nationals.


 


		8.	Indemnification



 


		8.1	Except to the extent that an award of damages is available as a consequence of a breach of this Agreement
and subject to clause 8.3, TOML indemnifies and will keep indemnified the State from and against all costs, expenses, losses, charges,
demands, actions, damages and Claims or other monetary liabilities under UNCLOS that the State suffers, incurs, sustains or becomes liable
for under UNCLOS to the extent to which the costs, expenses, losses, charges, demands, actions, damages and Claims or other monetary liabilities
arise as a consequence of the Activities in the International Seabed Area being carried out wrongfully and directly causing the State
to breach its Sponsorship Obligations.



 




    	     	
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	Sponsorship Agreement	 
	 


 


		8.2	Upon



 


		(a)	the State becoming aware:



 


		(i)	of any actual or potential Claim against it under UNCLOS; and/or



 


		(ii)	that it has or may incur a cost, expense, loss, liability or any damage, for which TOML has
indemnified the State under clause 8.1, or:






 


		(b)	if the State can make:-



 


		(i)	a Claim against TOML under the clause 8.1 indemnification;
and



 


		(ii)	the Claim relates to a Claim or liability under UNCLOS against the State made from or owed to a third
party, including without limitation, a Claim made against the State by the ISA or another country, the State must:






 


		(i)	Notify TOML in writing of the alleged Claim or liability as
soon as is reasonably practicable after the State becomes aware of such Claim or liability; and



 


		(ii)	give TOML (and any of TOML’s nominees) at the time of
Notification the option to at TOML’s expense conduct the defence of the Claim or liability and make any appeals.



 


		8.3	The State must not pay out any amounts claimed against the State under the Claim or liability until:



 


		(i)	TOML has been Notified in accordance with clause 8.2 and has advised that it will not defend the Claim
or liability; and



 


		(ii)	in the event that TOML or any of its nominees has elected to defend the Claim or liability; not pay out
any amounts claimed against the State under the Claim or liability until TOML has provided written approval, which it will do acting reasonably
and in any case upon a Final Determination.



 


		8.4	The State must act in good faith to avoid prejudicing or adversely affecting any defence of the Claim
that TOML may pursue and provide TOML (at TOML’s expense) with any assistance requested by TOML in conducting the defence of such
Claim or liability as may be requested in writing by TOML from time to time (and in the case that such assistance is provided by the State’s
legal team, such engagement will be on commercial terms with fees and disbursements to be agreed prior to engagement).



 




    	     	
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	Sponsorship Agreement	 
	 


 


		8.5	Notwithstanding anything contained in this clause 8, TOML will only be liable for direct damages, and
shall not be liable for any indirect or consequential damages, and shall not be liable for, and the indemnity in clause 8.1 will be proportionately
reduced to the extent that, any costs, expenses, losses, charges, demands, actions, damages or Claims or any other liabilities that the
State suffers, incurs, sustains or becomes liable for or may suffer, incur, sustain or become liable for, to the extent that they arise
from:



 


		(a)	a negligent or reckless act of the State or at the State’s
direction or on its behalf;



 


		(b)	a situation where the State fails to act in good faith or
acts in a way that discriminates against TOML; or



 


		(c)	a Material State Breach.



 


		8.6	This clause 8 survives termination or expiry of this Agreement until the date that the State no longer
has any responsibilities or potential liabilities under UNCLOS that may arise as a consequence of the Activities being carried out wrongfully.



 


		9.	Applicable Taxes and Payments



 


		9.1	Notwithstanding anything contained in this Agreement, TOML agrees that
it will be subject to the following payments and conditions, where applicable:



 


		(a)	Payments that are classified as a Penalty;



 


		(b)	the Administration Fee;



 


		(c)	ISA Application Costs;



 


		(d)	taxes imposed on representatives of TOML which are built into the cost of goods and services, such as
departure tax, consumption tax and bed tax;



 


		(e)	taxes imposed on TOML employees in accordance with the relevant employment laws in Tonga;



 


		(f)	taxes levied on property such as vehicles, office space and real estate;



 


		(g)	Visa fees for TOML representatives,



 


provided that such
payments and conditions are applied on a fair and reasonable basis and are imposed on a non-discriminatory basis to all Tongan entities
and nationals.


 


		9.2	[***].



 


		10.	Tongan Laws, Expropriation and Corporate Existence



 


		10.1	The State agrees and warrants that:



 


		(a)	any Tongan Laws and regulations brought into effect after the Commencement Date will not interfere with
or diminish TOML’s rights with respect to any Tenements, the Business or the rights arising under this Agreement and must not be
a Discriminatory Change in Tongan Law, except to the extent the State has an obligation at International Law to enact such laws in order
to fulfil the State’s Sponsorship Obligations;



 




    	     	
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		(b)	to the extent that TOML or the TOML Group’s rights and obligations under this Agreement conflict
with their rights and obligations under any discriminatory Tongan Law, this Agreement will take precedence, and TOML and the TOML Group
will be relieved of any obligations under Tongan Law to the extent that their rights and obligations conflict with Tongan Law;



 


		(c)	the State will take such actions necessary to give effect to the exemptions from applicable law and tax
law expressly provided in this Agreement. For clarity, TOML will not be subject to any taxation with respect to TOML’s activities
that occur outside of the State, including the Exploration and Exploitation and the sale of minerals and/or ore recovered from the Tenement
Area.



 


		10.2	Prior to bringing in any laws or regulations that are required by International
Law to fulfil the State’s Sponsorship Obligations the State will provide TOML with reasonable and meaningful consultation.



 


		10.3	The State must also notify TOML from time to time as to any applicable
Tongan Law that may be brought in to effect to fulfil the State’s Sponsorship Obligations and shall provide TOML sufficient time
to ensure that it is able to comply with those laws or otherwise seek dispute resolution between the Parties with regards to the application
of such Tongan Law. In the event any such change comes into force and materially impacts on the financial obligations of TOML, then the
parties agree to negotiate in good faith appropriate amendments to the payments contemplated to the State under this Agreement in order
to maintain the same level of financial burden on TOML as of the date of execution of this Agreement.



 


		10.4	The State shall not impose, nor shall it permit or authorise any of
its agencies or instrumentalities or any local or other authority of the State to impose any Taxes, impositions, rates or charges of any
nature whatsoever on or in respect of the titles, property, or other assets, products, materials, or services used or produced by or through
the Activities or by any or all of the TOML Group otherwise in the conduct of its business pursuant to the TOML Rights nor will the State
take or permit to be taken by any such State authority any other discriminatory action which would deprive the TOML Group of full enjoyment
of the rights granted and intended to be granted by the TOML Rights or otherwise under this Agreement.



 


		10.5	In enacting and implementing Tongan Laws and regulations the State shall
at all times accord TOML fair and equitable treatment, and will provide a stable and predictable legal framework and make decisions consistently
and transparently and in accordance with the legitimate expectations of TOML and the TOML Group.



 




    	     	
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		10.6	In the event there occurs any change in Tongan Laws (including without
limitation provisions relating to imposts, duties, fees, charges, penalties, and Tax related legislation) after the date of this Agreement,
and if upon TOML’s representation it appears that on a reasonable interpretation and application of the law it would have the effect
of divesting, decreasing, or in any way limiting, reducing or withholding any rights or benefits accruing to TOML or the TOML Group under
this Agreement or under current legislation, then the Parties shall, in good faith, negotiate to modify this Agreement so as to restore
the economic rights and benefits of the TOML Group to a level equivalent to or as close as possible to what they would have been if such
change had not occurred. If the economic rights and benefits of the TOML Group are not restored then TOML may at its election terminate
this agreement.



 


		10.7	The State will permit all bona fide monetary conversions and transfers
related to the TOML Rights or the Business (including currency conversions, transfers to, by or on behalf of TOML, or any member of the
TOML Group) to be made freely and without delay into and out of the Kingdom of Tonga provided the procedural laws applicable to the transfer
of funds out of jurisdiction applicable to all persons are be complied with.



 


		10.8	The State acting in good faith shall not do or cause to be done or permit
any act, thing or omission whether legislative, executive or administrative which discriminates adversely and unfairly against TOML, any
member of the TOML Group, the TOML Rights or the Business if it results, upon its application, in a deprivation of the full enjoyment
of the rights granted or intended to be granted under this Agreement.



 


		10.9	The State warrants and defends TOML’s title to possession and
peaceful enjoyment of the TOML Rights and all property of TOML and any member of the TOML Group against Expropriation, confiscation, condemnation,
and wrongful possession and, to the extent possible, destruction, disruption or interference by the State or any other person controlled
by or acting on behalf of the State. 



 


		10.10	The State acknowledges that the Exploration, Exploitation and commercialisation
of the TOML Rights will require a significant level of expenditure and commercial risk by the TOML Group. The State assures, agrees with
and warrants to TOML that the State has no intention as at the date of this Agreement to, and that the State will not (and will not attempt,
take any action to, or institute any measures to), directly or indirectly, nationalise or Expropriate TOML, any member of the TOML Group
and/or their property (including the TOML Rights, the Business and any other rights or assets of the TOML Group). The State further agrees
that it will not, directly or indirectly, subject the TOML Group to a measure or measures having the same nature or effect equivalent
to nationalization or Expropriation (or attempt, take any action to, or institute any such measure or measures). 



 




    	     	
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		10.11	In the event of any inconsistency between the provisions contained within
this Agreement, the Parties agree that an interpretation of this Agreement will be preferred which gives TOML and the TOML Group the benefit
of this Agreement without nationalisation or expropriation.



 


		10.12	Provided TOML is in material compliance with this Agreement and the
Companies Act, the State will take all necessary actions for the Term to ensure that the corporate existence of TOML as a body corporate
duly organized and validly existing and in good standing under the laws of the State is maintained, including ensuring that all such authorisations,
approvals, consents and licences are issued as may be required to enable TOML to maintain its good standing, including ensuring that certificates
evidencing annual renewal of registration of incorporation are issued in a timely manner in accordance with the Companies Act. Unless
TOML is in material breach of this Agreement and/or the Companies Act, the State shall ensure that no action is taken (either by the government
or by any government entity or instrumentality) to interfere with the continued corporate existence and registration of TOML and such
other members of the TOML Group incorporated in the State.



 


		10.13	The State guarantees the conversion and transfer overseas of TOML earnings
and savings or earnings of expatriate personnel, their affiliates and subcontractors, resulting from the Activities.



 


		10.14	With respect to earnings of TOML servants or agents, and expatriate
personnel, whilst the State will not place unnecessary restriction of transfer of funds legitimately earned by TOML servants or agents,
and expatriate personnel, such transfers will comply with the procedural laws applicable to transfer of funds out of jurisdiction applicable
to all persons.



 


		11.	Assignment of TOML Rights



 


		11.1	The State agrees that any or all members of the TOML Group may Assign
the TOML Rights or any part thereof at any time, at their sole discretion, without reason and without prior consultation, upon providing
notification to the State. 



 


		11.2	In the event that a member of the TOML Group notifies the State that
an Assignment is to be made or is proposed to be made the State shall sign all documents, do all things and take all measures reasonably
requested by the TOML Group to facilitate that Assignment, and will not act in any way to prevent or delay the Assignment.



 




    	     	
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		11.3	Upon the later of:



 


		(a)	an Assignment being completed in favour of an assignee; or



 


		(b)	a Sponsorship Certificate being signed by a new country pursuant to the ISA Regulations under which
                                                                   that country sponsors the assignee under the Assignment (or the assignees nominee) as the new holder of the TOML Rights, this Agreement will
terminate effective immediately and:






 


		(c)	TOML will no longer have any obligations to pay an Administration Fee or CRP to the State except:



 


		(i)	to cover the calendar year’s Administration Fee during which the Agreement is terminated; and



 


		(ii)	to cover any CRP owing in respect of any seabed mineral production that has occurred up to the day before
completion of an Assignment;



 


		(d)	No Party shall be liable to any other Party, whether arising under contract, tort, strict liability or
otherwise, for any:



 


		(i)	loss of anticipated profits, loss of opportunity, loss of use, loss of production, loss of contracts;
or



 


		(ii)	consequential or indirect loss or damage, of any nature arising at any time from any cause whatsoever;
and



 


		(c)	The indemnity provided to the State under clause 8.1 shall continue in force until the date that the State
no longer has any responsibilities or potential liabilities under UNCLOS that may arise as a consequence of the Activities being carried
out wrongfully.



 


		11.4	For avoidance of any doubt, and subject to Clause 9.1, the State will
not impose any Tax (including without limitation capital gains tax, stamp duty, sales tax or transfer tax) on any sale or transfer of:



 


		(d)	the TOML Rights;



 


		(e)	any asset held by the TOML Group;



 


		(f)	any TOML Group entity; or



 


		(g)	any shares in the TOML Group.



 


		11.5	This Section 11 survives termination or expiry of this Agreement.



 




    	     	
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		12.	Notification to TOML



 


		12.1	Should the State or the Tonga Seabed Minerals Authority receive material
information, correspondence or notices from the ISA or other regulatory body relating to:



 


		(a)	TOML;



 


		(b)	TOML’s ISA Obligations;



 


		(c)	the State’s Sponsorship
Obligations;



 


		(d)	any Subcontractor;



 


		(e)	the Activities; or



 


		(f)	the Tenements,



 


it shall promptly
inform TOML and provide a copy of such material information, correspondence or notice.


 


		13.	Exploitation Application



 


		13.1	The State will cooperate with TOML to facilitate the preparation, submission and support of:



 


		(i)	applications to extend the ISA Exploration Contract; and



 


		(ii)	applications to the ISA for Exploitation Contracts.



 


		13.2	The costs of presenting the applications to the ISA referred to in clause 13.1 shall be met by TOML, including
any costs reasonably incurred by the State in taking actions either requested by TOML or deemed necessary by the State under the rules
of the ISA, to support the application before the ISA (“ISA Application Costs”).



 


		14.	Environmental and Safety Performance Monitoring Program



 


		14.1	Subject to clause 14.4, TOML acknowledges that the State has the right
to carry out an environmental and safety performance monitoring program (“Environmental and Safety Performance Monitoring
Program” or “ESPMP”) to, inter alia:



 


		(a)	Assist the State satisfy its Sponsorship Obligations;



 


		(b)	Verify whether the Activities, Subcontractors, Vessels and Installations are in compliance with TOML’s
ISA Obligations;



 


		(c)	Verify whether any Activities or Subcontractors are causing or have caused Pollution Incidents or Serious
Harm to the Marine Environment; and/or



 


		(d)	Verify whether the Activities, Subcontractors, Vessels and/or Installations are in compliance with TOML’s
ISA Obligations pertaining to Safety at Sea.



 




    	     	
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		14.2	TOML acknowledges that it must permit, and must ensure that all relevant
Subcontractors permit, the State, the State’s nominees, any suitably qualified person authorized by the State, or any independent
qualified environmental or safety officers engaged by the State or acting on the State’s behalf (collectively referred to as “ESPMP
Officers”), to conduct an ESPMP in accordance with this clause 14.



 


		14.3	TOML acknowledges that it must give, and must ensure that all relevant
Subcontractors give, the ESPMP Officers access to any Vessel or Installation being used in the Activities that is relevant to the ESPMP,
except where such access is impracticable or would cause unreasonable interference with the Activities, and provide the ESPMP Officers
with:



 


		(a)	reasonable assistance requested by the ESPMP
Officers to allow them to access, inspect, assess, audit and/or monitor the relevant Activities, including:



 


		(i)	safe boarding of Vessels and Installations;



 


		(ii)	cooperation and assistance with the ESPMP on Vessels and Installations;



 


		(iii)	reasonable access to relevant log books, records, documents, equipment, facilities and personnel on Vessels
and Installations at reasonable times;



 


		(iv)	provision of reasonable accommodation and facilities, including, where appropriate, food and means of
adequate subsistence while on any Vessel or Installation; and



 


		(v)	safe disembarkation from Vessels and Installations; and



 


		(b)	copies of any documents requested by the ESPMP
Officers that are in the possession of TOML and/or a relevant Subcontractor and are strictly necessary to carry out the ESPMP (subject
to confidentiality constraints). 



 


		14.4	The State shall, and shall ensure that all ESPMP Officers engaged in
the ESPMP shall, keep confidential all information provided to them by or on behalf of TOML or any Subcontractors or otherwise obtained
by the State or ESPMP Officers in connection with any ESPMP and which relates to TOML, the Activities or any Subcontractor. TOML reserves
the right to require any ESPMP Officer before receiving such information to first sign a confidentiality agreement in person that strictly
limits the approved purpose of disclosure to that of carrying out the ESPMP and reporting to the State.



 


		15.	ESPMP Officers



 


		15.1	Notwithstanding anything contained in this Agreement:



 


		(a)	ESPMP Officers must follow all instructions and directions pertaining to Safety at Sea given to them from
TOML, a relevant Subcontractor, the captain and/or other relevant safety officers on board Vessels and Installations whether given in
writing, verbally or via signage, and TOML is not liable (including under any indemnity in this Agreement) for injury, loss or damage
caused by a failure of any ESPMP Officers to follow any instructions and directions or any negligence on the part of such ESPMP Officers;
and



 




    	     	
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		(b)	TOML has the right to:



 


		(i)	request and receive from any ESPMP Officer, prior to their involvement in any aspect of the Activities,
all reasonable information necessary to assess the officer’s suitability and qualifications for participation in the Activities,
including without limitation relevant criminal records, medical information and certification of health including a test for contagious
diseases and drugs (with TOML reserving the right to refuse participation in any aspect of the Activities should TOML deem an ESPMP Officer
or candidate unsuitable or unsafe);



 


		(ii)	at TOML’s sole discretion, deny any ESPMP Officer access to or remove any ESPMP Officer from any
aspect of the Activities in the event that the Officer poses an unreasonable risk to Safety at Sea, the Activities or does not possess
the necessary safety qualifications or training including survival training; and



 


		(iii)	order any ESPMP Officers to undergo, if necessary, offshore safety training before or while on board Vessels
or Installations,





 


		16.	Completion Criteria






 


TOML
will comply with TOML’s ISA Obligations pertaining to completion of the Exploitation, including safe removal of Installations from
the Tenement Area.


 


		17.	Confidentiality



 


		17.1	Subject to clause 17.2, the State must not disclose to a third party
Confidential Information.



 


		17.2	The State may disclose information:



 


		(a)	in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement;



 


		(b)	if required under a binding order of the ISA;



 


		(c)	if it is required or permitted to be disclosed by this Agreement;



 


		(d)	to its legal advisers, consultants, directors, officers and employees provided that such parties undertake
to keep the information confidential and provided the disclosure is reasonably necessary in connection with the State exercising its rights
or performing its obligations under this Agreement or performing the State’s Sponsorship Obligations; or



 


		(e)	if TOML has given prior written consent.






 






    	     	
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		17.3	If the State becomes aware of a suspected or actual breach of this Section
17, the State will immediately Notify TOML and take all practicable steps to prevent or stop the suspected or actual breach.



 


		17.4	This Section 17 survives termination
or expiry of this Agreement.





 


		18.	Administration Fee



 


		18.1	Pursuant to Section 91(2)(a) of the Act, TOML will pay US$[***] per
calendar year to the Tonga Seabed Minerals Authority to cover the costs associated with the State’s administration of its Sponsorship
in that calendar year (“Administration Fee”). The fee will be paid annually on the
anniversary of the signing of the Sponsorship Certificate, or such other date mutually agreed from time to time between TOML and the Tonga
Seabed Minerals Authority. 



 


		18.2	The State may review the amount of the Administration Fee, and may reasonably
increase the amount where this is required to cover the actual costs to the State of administering and supervising the sponsorship, provided
that the State obtains TOML’s written consent where the increase in any year is greater than US$[***]. 



 


		18.3	The Administration Fee will be reviewed once TOML receives an ISA Exploitation
Contract to include any additional costs to the State of administering and supervising the sponsorship, including the costs of ESPMP Officers.




 


		19.	TOML Default and State Default



 


		19.1	A TOML default occurs if:



 


		(a)	there is a material breach
of an obligation under this Agreement by TOML; or



 


		(b)	TOML is in material breach of TOML’s ISA Obligations
(“TOML Default”); or



 


		(c)	TOML fails to act in good faith.



 


		19.2	If a TOML Default occurs the State may give TOML a Notice in writing
(“TOML Default Notice”) stating that a TOML Default has occurred and requiring TOML
to Remedy the TOML Default within a reasonable time from the date of such Notice. 



 


		19.3	Upon receipt of a TOML Default Notice TOML shall promptly commence,
and continue to pursue with diligence, the Remedy of the TOML Default within 60 days, and must, whenever requested by the State, advise
progress of the Remedy. 



 






    	     	
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		19.4	A State default (“State Default”)
occurs if:



 



		(a)	the State breaches this Agreement, its obligations under UNCLOS, Regulations or the Act; or
	 	 	 



		(b)	the State fails to act in good faith or discriminates against TOML (including through a Discriminatory
Change in Tongan Law); or
	 	 	 



		(c)	the State ceases to Sponsor TOML and the Activities, fails to confirm Sponsorship of TOML and the Activities,
takes any action towards ceasing its Sponsorship or purports to cease its Sponsorship of TOML and the Activities; or
	 	 	 



		(d)	the State directly or indirectly Expropriates the ownership, rights or assets of the TOML Group, or takes
any action to directly or indirectly Expropriate the ownership, rights or assets of the TOML Group.



 


		19.5	If a State Default occurs TOML may give the State a Notice in writing
(“State Default Notice”) stating that a State Default has occurred and requiring
the State to Remedy the Default expeditiously not exceeding 60 days from the date of such Notice.



 


		20.	Temporary Suspension of Activities



 


		20.1	In the event that:
	 	 	 



		(a)	an Emergency exists; or



 


		(b)	TOML or a Subcontractor, in spite of written warnings by the ISA or the State, has conducted its activities
in such a way as to result in serious persistent and wilful violations of the fundamental terms of this Agreement, an ISA Contract or
TOML’s ISA Obligations and:
	 	 	 



		(i)	the State has served a written Notice of its intention to order suspension under this clause (“State
Suspension Notice”) on TOML; and
	 	 	 



		(ii)	the State Suspension Notice specifies in detail the reasons why the State Suspension Notice is given and
that the State requires TOML to Remedy the breach within 60 days of receipt of the Notice,
	 

 
the State may by written Notice to TOML:

                 







		(c)	in the case of 20.1(a) above, demand the suspension of the portion of the Activities necessary to end
or mitigate the Emergency for such period as is reasonably necessary;
	 	 	 



		(d)	in the case of 20.1(b) above, demand the suspension of the Activities (for such period as is reasonably
necessary) on the day falling 60 days after the date TOML receives the State Suspension Notice, unless:
	 	 	 



		(i)	in the case that the breach can be Remedied and TOML has Remedied the breach in that period;
	 	 	 



		(ii)	in the case that the breach cannot be Remedied (or cannot be Remedied within the time specified in clause
20.1(d)), TOML has adequately compensated the State for the demonstrable damages incurred by the State as a result of the breach; or
	 	 	 



		(iii)	the State withdraws in writing the State Suspension Notice.



 






    	     	
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		20.2	If suspension is ordered in accordance with clause 20.1: 
	 	 	 



		(a)	TOML will take reasonable and appropriate measures to ensure that the
relevant Subcontractors comply with the suspension orders and carry out those orders in a way that does not cause or exacerbate a Safety
Incident or Serious Harm to the Marine Environment;
	 	 	 



		(b)	the suspended Activities may be resumed when TOML is provided with written
direction from the State to resume the Activities (always provided that the resumption is allowed under International Law), which the
State must give immediately if:
	 	 	 



		(i)	in the case of an Emergency, the Emergency has ceased;
	 	 	 



		(i)	in the case that the breach can be Remedied; TOML has Remedied the breach;
	 	 	 



		(iii)	in the case that the breach cannot be Remedied (or cannot be Remedied within the time specified in clause
20.1(d)), TOML has adequately compensated the State for the demonstrable damages incurred by the State as a result of the breach; and
	 	 	 



		(c)	TOML will not be relieved of its other responsibilities and obligations under this Agreement, except to
the extent that such responsibilities and obligations cannot be performed as a result of the suspension.



 


		20.3	TOML shall provide any necessary assistance to the State in the exercise
of its rights under this Section 20.



 


		20.4	In the event that TOML disputes the reasons why the Suspension Notice
has been issued by the State or there is a dispute as to the demonstrable damages incurred by the State as a result of the breach, or
whether or not the grounds for suspension have been Remedied by TOML, the matter will be referred as a dispute under Section 23 and the
suspension under this clause 20 will either not take effect or cease to continue until such time as the dispute resolution has been completed
in accordance with that Section 23.



 


		20.5	In the spirit of good faith and co-operation the parties will endeavour to have any dispute referred to
under clause 20.4 to be finalised in no later than 60 days.



 






    	     	
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		21.	Material TOML Breach Termination



 


	21.1	In the event of a Material TOML Breach, and:
	 	 



		(a)	the State has served a written Notice of its intention to terminate this Agreement under this Section
21 (“State Termination Notice”) on TOML; and
	 	 	 



		(b)	the State Termination Notice specifies in detail the Material TOML Breach in respect of which the
                                                                   State Termination Notice is given and that the State requires TOML to remedy the breach within 60 days of receipt of the Notice, this Agreement will
terminate, without penalty to the State, on the day falling 60 days after the date TOML receives the State Termination Notice, unless:
	 	 	 






		(c)	in the case that the Material TOML Breach can be Remedied; TOML rectifies or overcomes the effect of the
Material TOML Breach in that period, or can demonstrate that it has commenced and is diligently proceeding to remedy the breach;
	 	 	 



		(d)	in the case that the Material TOML Breach cannot be Remedied (or cannot be Remedied within the time specified
in clause 21.1(b)), TOML has adequately compensated the State for the demonstrable material damages incurred or to be incurred by the
State as a result of the Material TOML Breach; or
	 	 	 



		(e)	the State withdraws in writing the State Termination Notice.



 


		21.2	For avoidance of doubt this Agreement will not terminate if:



 


		(a)	there are no demonstrable material damages to the State as a result of the Material TOML Breach; or
	 	 	 



		(b)	if TOML compensates the State for the demonstrable material damages incurred by the State as a result
of the Material TOML Breach.



 


		21.3	Termination of this Agreement under Section 21 shall not in any way
prejudice or affect the State’s rights to Claim and recover damages under the indemnity provided in clause 8.1.



 


		21.4	In the event that TOML disputes the reasons why the State Termination
Notice has been issued by the State or there is a dispute as to the demonstrable damages incurred by the State as a result of the breach,
or as to whether or not the grounds for termination have been Remedied by TOML, the matter will be referred as a dispute under Section
23. The termination under this Section 21 will not take effect until the later of the time period specified under this clause 0 or such
time as the dispute resolution has been completed in accordance with Section 23.



 


		21.5	The State acknowledges and agrees that termination of this Agreement
by the State under Section 21 shall not cause the grant of or otherwise create any entitlement, rights or title to the State in the TOML
Rights which will at all times remain the property of the TOML Group notwithstanding the termination of this Agreement, and the TOML Group
will remain entitled to effect an Assignment of the TOML Rights or to otherwise take steps to preserve the operation of and TOML’s
entitlement to the TOML Rights without further notification to the State.



 


		21.6	Notwithstanding anything contained in this Agreement, if the State terminates
this Agreement it must not revoke the Sponsorship Certificate until at least six months from the date of the State Termination Notice,
and must, if requested by TOML, continue to do all things necessary to:
	 	 	 



		(a)	maintain sponsorship during
this period; and



 


		(b)	assist TOML Assign the
TOML Rights.



 


		21.7	This Section 21 survives termination or expiry of this Agreement.



 






    	     	
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		22.	Material State Breach



 


		22.1	In the event of a Material State
Breach, and:



 


		(a)	TOML has served a written Notice of its intention to terminate this
Agreement under this clause 22.1 (“TOML Termination Notice”) on the State; and
	 	 	 



		(b)	the TOML Termination Notice specifies the Material State Breach in respect of which the TOML Termination
Notice is given, and that TOML requires the State to remedy the breach within 60 days of receipt of the Notice,



 


		22.2	A Material State Breach event will occur on the day falling 60 days after the date the State received
the TOML Termination Notice (“Material State Breach Event”), unless:
	 	 	 



		(a)	in the case that the Material State Breach can be remedied; the State Remedies the Material State Breach
in that period;
	 	 	 



		(b)	in the case that the Material State Breach cannot be remedied (or cannot be Remedied within the time specified
in clause 22.1(b)), the State adequately compensates TOML for the demonstrable damages incurred and/or to be incurred by it, its affiliates
or its Subcontractors as a result of the Material State Breach; or
	 	 	 



		(c)	TOML withdraws in writing the TOML Termination Notice.



 


		22.3	Without prejudice to any other rights TOML may have, under this Agreement
or at Law, if a Material State Breach Event occurs TOML may, at its discretion, terminate the Agreement. 



 


		22.4	Notwithstanding anything contained in this Agreement, in the case that
the Material State Breach relates to an event contemplated in clause 19.4(c) or (d) a Material State Breach Event will be immediately
triggered upon the occurrence of the event without the requirement for a written Notice to be given by TOML.



 


		22.5	Without prejudice to any other rights available at law to TOML, the
State acknowledges the TOML Rights will at all times remain the property of the TOML Group notwithstanding the termination of this Agreement
under this clause 22 and the TOML Group will remain entitled to effect an Assignment of the TOML Rights or to otherwise take steps to
preserve the operation of and its entitlement to the TOML Rights without further notification to the State.



 


		22.6	This Section 22 survives termination or expiry of this Agreement.



 


		23.	Dispute Resolution



 


		23.1	If a dispute between the State and TOML arises out of or in connection with the Agreement, either the
State or TOML may give to the other disputing Party a Notice of dispute in writing adequately identifying the matters and the subject
of the dispute together with detailed particulars of the dispute. Notwithstanding anything in this Section 23 the Parties may, by mutual
agreement in writing, conduct dispute resolution in any other way or vary the following dispute resolution procedures as they see fit.



 


		23.2	Within 20 days after service of a Notice of dispute, the Parties must meet at least once, to attempt to
resolve the dispute.



 


		23.3	If, within 20 days after service of a Notice of dispute, the dispute is not resolved, the chief executive
officer of TOML and a relevant State Minister must meet within 20 days of expiry of that 20 day period and use their best endeavours,
acting in good faith, to resolve the dispute (in whole or in part). If the dispute is resolved at the meeting referred to in this clause
then any such resolution will be reduced to writing and will be contractually binding on the Parties.



 


		23.4	Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination
or validity thereof, that has not been resolved in accordance with Section 23.3 shall be settled by arbitration in accordance with the
UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the International Chamber of Commerce acting
in accordance with the rules of the ICC for this purpose. The number of arbitrators shall be one. The place of arbitration shall be Brisbane,
Australia. The language to be used in the arbitral proceeding shall be English.



 






    	     	
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		23.5	Notwithstanding anything in this Section 23:



 


		(a)	nothing will prejudice the right of a Party to seek urgent injunctive, interrogatory or declaratory relief
from a court of competent jurisdiction; and
	 	 	 
	 	(b)	each
Party must continue to perform its obligations under the Agreement.



 


		24.	Authorisation to Enter Agreement



 


The
State warrants that it has done everything under the Act necessary to authorize it to enter in to this Agreement, and the Agreement is
enforceable in accordance with its terms.


 


		25.	Governing Jurisdiction



 


		25.1	The Governing law and the jurisdiction shall be the State, provided however that with respect to any arbitration, the governing procedural
laws of the situs of the arbitration shall govern the arbitration. For the avoidance of doubt, all matters arising hereunder shall
be resolved pursuant to the Dispute Resolution procedures set forth in Section 23.



 


		26.	International Law



 


		26.1	To the extent that TOML’s obligations under this Agreement conflict
with TOML’s ISA Obligations, the latter shall take precedence, and the Parties agree that TOML shall be relieved of its obligations
under this Agreement to the extent and for the period that those obligations conflict with TOML’s ISA Obligations or other obligations
at International Law. 



 


		26.2	Any relief provided to TOML under this Section 26 does not invalidate
the remaining provisions of this Agreement nor affect the validity of that provision at a future date if it ceases to cause TOML to be
in breach of TOML’s ISA Obligations.



 


		27.	Notices



 


Any notice, demand,
consent or other communication (“Notice”) given or made under this Agreement:


 


		(a)	must be in writing and signed by the Party or a person duly authorised by the Party;
	 	 	 



		(b)	must be addressed and delivered to the intended recipient at the address below or the address last Notified
by the intended recipient to the sender after the date of this Agreement:
	 	 	 



		(i)	to the State:



 


Tonga Seabed Minerals Authority


Ministry of Lands
and Natural Resources


P.O Box 5 Nuku’alofa


Kingdom of Tonga


 


With
an electronic copy to: tkula@naturalresources.gov.to to
be delivered at the same time 


 


		(ii)	to Tonga Offshore Mining Limited,



P.O Box 893 Nuku’alofa


Kingdom of Tonga


 


With
an electronic copy to: cadinia@metals.co to be delivered
at the same time 


 


		(c)	will be taken to be duly given or made when left at the above address (or the address last Notified by
the intended recipient to the sender) and signed for by the recipient. If delivery or receipt occurs on a day that is not a business day
in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be taken to have been duly given or
made at the commencement of business on the next business day in that place.



 






    	     	
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		28.	Entire Agreement



 


This Agreement constitutes
the entire Agreement between the Parties hereto in respect of the matters referred to herein and there are no representations, warranties,
covenants or agreements, express or implied, collateral hereto other than as expressly set forth or referred to herein. Any prior arrangements,
agreements, representations or undertakings are superseded by the terms contained in this Agreement.


 


		29.	Force Majeure



 


		29.1	Subject to clause 29.4, either Party shall be excused from performance and shall not be in default in
respect of any obligation hereunder to the extent that the failure to perform such obligation is due to an Event of Force Majeure.



 


		29.2	For the purpose of this Agreement, an “Event of Force Majeure” means any of the circumstance
detailed in clause 29.3 that are not within the reasonable control of the Party or parties affected, but only if and to the extent that:
	 	 	 



		(a)	such circumstance, despite the exercise of reasonable diligence, cannot be, or be caused to be, prevented,
avoided or removed by such Party;
	 	 	 



		(b)	such circumstance materially and adversely affects the ability of the Party to perform its obligations
under this Agreement, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid
the effect of such event on the Party’s ability to perform its obligations under this Agreement and to mitigate the consequences
thereof; and
	 	 	 



		(c)	The affected Party notifies the other Party of the Event of Force Majeure as soon as reasonably possible.




 


29.3 The
circumstances giving rise to an Event of Force Majeure include:


 


		(a)	an act of God such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods;
	 	 	 



		(b)	war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition,
or embargo;
	 	 	 



		(c)	rebellion, revolution, insurrection, or military or usurped power, or civil war;
	 	 	 



		(d)	contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of
nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such
assembly;
	 	 	 



		(e)	riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the
Parties;
	 	 	 



		(f)	a change (beyond the control of the parties) to an international law that governs the parties and relates
to seabed exploration or exploitation; or
	 	 	 



		(g)	acts or threats of terrorism.



 


		29.4	Notwithstanding anything contained in this Section 29, the parties will not be relieved of their rights
and obligations contained in Section 11 of this Agreement.



 






    	     	
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		30.	Amendment



 


This Agreement may only be amended
by mutual agreement in writing by the Parties.


 


		31.	Severability of Provisions



 


Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability.
That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any
other jurisdiction.


 


		32.	Further Assurances



 


The Parties must do anything necessary
or desirable (including executing agreements and documents and performing such acts that lie within their power) to give full effect to
this Agreement and the transactions contemplated by it.


 


		33.	No Limitation



 


Without
limiting the generality of any other provision of this Agreement, any waiver or delay in the exercise by a Party of any rights under this
Agreement will not relieve the other Party of any of their obligations under this Agreement. 


 


		34.	Representations and Warranties



 


		(a)	The representations and warranties provided in this Agreement are continuing representations and warranties
and will be repeated on each day while any obligation under this Agreement remains outstanding, with reference to the facts and circumstances
then subsisting.
	 	 	 



		(b)	Each Party warrants to each other Party that at the date of this Agreement it has full power and lawful
authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Except as expressly provided in this
Agreement, no representation, inducement or warranty was, prior to the execution of this Agreement, given or made by one of the Parties
hereto with the intent of inducing the other Party to enter into this Agreement, and any representations, inducements or warranties that
may have been so given are hereby denied and negated.
	 	 	 



		(c)	The State further represents and warrants that the execution, delivery and performance of this Agreement
has received all necessary governmental approvals and authorizations and constitutes the legal, valid and binding obligation of the State
and is enforceable in accordance with its terms, and the State cannot claim sovereign immunity.
	 	 	 



		(d)	Each Party represents and warrants that they are in compliance with applicable anti-bribery and anti-corruption
legislation.



 


		35.	Non Reliance



 


The Parties warrant that they:


 


		(a)	did not in any way rely upon any information, representation, arrangement, understanding, statement or
documentation, made by or provided to the Party from any other Party or anyone on behalf of the other Party for the purposes of entering
into this Agreement except to the extent that any such information, data, representation, arrangement, understanding, statements or document
is expressly set out or referred to in this Agreement; and



 


		(b)	enter into this Agreement based on their own investigations, interpretations, deductions, information
and determinations, and acknowledge that they are aware that the other Parties have entered into this Agreement relying upon the warranties
contained in this Section 35.



 






    	     	
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		36.	Counterparts



 


This
Agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed
is deemed an original but all of which together constitute one and the same instrument.


 


		37.	Interpretation



 


The following rules of interpretation
apply unless the context requires otherwise.


 


		(a)	If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
	 	 	 



		(b)	A reference to dollars and $ is to United States currency unless otherwise stated.
	 	 	 



		(c)	All references to time and to dates are to Tongan times and dates.
	 	 	 



		(d)	No rule of construction is to apply to the disadvantage of a Party on the basis that that Party drafted
the whole or any part of this deed.
	 	 	 



		(e)	Headings do not affect the interpretation of this Agreement.



 


		38.	Definitions



 


The following definitions apply unless
the context requires otherwise.


 


Act means the Seabed
Minerals Act 2014 of the Kingdom of Tonga.


 


Activities means any
and all activities that are carried out in, on or over the International Seabed Area by TOML and/or a Subcontractor for which the State
has a responsibility under its Sponsorship Obligations and for which the State could be held liable in accordance with UNCLOS due to its
Sponsorship of TOML.


 


Agreement means this
agreement.


 


Assign or Assignment
means the assignment or transfer of the TOML Rights to an entity incorporated or existing outside of the Kingdom of Tonga, including
without limitation in conjunction with a change of sponsorship to a new country.


 


Business means each
and any business being conducted by the TOML Group arising as a result of or connected with the Exploration, the Exploitation, the Activities
and/or the Tenements.


 


Claim includes any action,
claim, demand or proceeding arising under UNCLOS.


 


Commencement Date means
the date this Agreement is executed by the Parties.


 


Confidential Information
means all information that is not in the public domain that is disclosed to the State by the TOML Group including but not limited to,
information relating to the Activities, technology, processes and know-how, the location and prospective locations of Polymetallic Nodules,
confidential information that is restricted or proprietary under any contract or agreement with a third party, business details, customers
or suppliers, all technical and research data relating to the Activities, financial information and business relationships including the
names of any Subcontractors, and shall include the terms of this Agreement.


 






    	     	
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Corporate Tax means
any corporate income tax levied by the State on corporations incorporated in Tonga or that engage in business in Tonga.


 


Companies Act means
the Companies Act 1995 of the Kingdom of Tonga as in force from time to time, including its amendment and/or succeeding acts.


 


CRP see clause 3.1.


 


Discriminatory Change in Tongan
Law means a change in Tongan Law that is categorically enacted for the sole purposes to:


 


		(a)	materially change the commercial intent of this Agreement or the Sponsorship arrangement between TOML
and the State; or
	 	 	 



		(b)	materially increase the total quantum of benefits required to be given by the TOML Group (whether
                                                                economic or intangible) to the State in such a way as to materially change the intent contemplated under this Agreement; but does not include a change in Tongan
Law that is required by international law for the State to fulfil its Sponsorship Obligations.






 


Emergency means a circumstance
where the Activities have caused or pose an immediate and probable threat of causing Serious Harm to the Marine Environment, a Pollution
Incident or a Safety Incident, as well as any other event or circumstance connected to or arising from the Activities that is classified
by the ISA as an emergency.


 


Entity includes a body
corporate, a partnership, joint venture or a trust.


 


ESPMP,
see clause 14.1.


 


ESPMP Officer,
see clause 14.2.


 


Exploitation
means the exploitation of Polymetallic Nodules in the Tenement Area for commercial purposes, and includes without limitation:


 


		(a)	the extraction, lifting, dewatering, treatment, processing and transportation in the Tenement Area of
Polymetallic Nodules and all other work, operations and activities required thereof;
	 	 	 



		(b)	transporting, constructing, installing, testing, commissioning, using, operating, maintaining and repairing
equipment and Installations;
	 	 	 



		(c)	loading and unloading of Polymetallic Nodules to and from any treatment, processing facility and/or any
transport vessel in the Tenement Area; and
	 	 	 



		(e)	any other activity in the International Seabed Area deemed necessary by TOML or a Subcontractor to carry
out the exploitation that would not breach any of TOML’s ISA Obligations.



 






    	     	
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Exploitation Contract means
any contract or licence permitting TOML to Exploit Polymetallic Nodules in the International Seabed Area entered into between TOML and
the ISA or granted by the ISA to TOML.


 


Exploration means the
exploration for Polymetallic Nodules in the Tenement Area and includes without limitation:


 


		(a)	sonar, oceanographic, geophysical and geological surveying, sampling
and dredging;



 


		(b)	testing of collecting systems and equipment and recovery of bulk
samples; and



 


		(c)	environmental and technical studies, in the International Seabed
Area, as well as any other activity or operation in the International Seabed Area deemed necessary by TOML or a Subcontractor to carry
out the exploration that would not breach TOML’s ISA Obligations, and includes prospecting carried out by TOML pursuant to the
ISA’s rules and regulations.



 


Exploration Contract
means any contract or licence permitting TOML to Explore for Polymetallic Nodules in the International Seabed Area entered into between
TOML and the ISA or granted by the ISA to TOML, and includes the ISA Exploration Contract.


 


Expropriate or Expropriation
means to dispossess of ownership, to deprive of property, to deprive of use of property, to deprive of property for the public
use, to make an Entity or assets (tangible and intangible) the property of the State (in whole or in part), or a measure or measures having
an equivalent effect (directly or indirectly), and includes without limitation:


 


		(a)	the transfer of title, physical seizure or an executive or legislative act for the purpose of transferring
property or interests into the public domain;
	 	 	 



		(b)	subjecting an Entity, property or assets (tangible or intangible) to taxation, regulation, or other action
that is confiscatory or that prevents, unreasonably interferes with, or unduly delays, effective enjoyment of such property or assets;
	 	 	 



		(c)	regulations by the State which constitutes dispossession or depravation of an asset, property or right
or that reduces or eliminates the economic value or viability of an asset, property or right subject to those regulations, including application
of otherwise lawful measures in such a way as to deprive ultimately the enjoyment of value of property;
	 	 	 



		(d)	any measure or measures that inhibit the ability to transfer bona fide assets, rights and/or property
out of the Kingdom of Tonga;
	 	 	 



		(e)	a measure or series of measures the effect of which would be direct or indirect dispossession, including
but not limited to the levying of taxation, the compulsory sale of all or part of an investment or asset, or the impairment or deprivation
of its management, as well as any other measure or series
of measures which together are tantamount to expropriation or that results in dispossession or depravation of an asset or right, irrespective
of whether compensation is provided. However, Expropriation does not include an act by the State that is reasonably required to fulfil
the State’s Sponsorship Obligations.






 






    	     	
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Final Determination
means a decision of a court or of any agency having jurisdiction to resolve the dispute:


 


		(a)	from which no appeal can be taken and in respect of which no application
for special leave to appeal can be made; or
	 	 	 



		(b)	in respect of which the relevant appeal or special leave
                                                                                                            application period has expired without an appeal being taken or an application for special leave to appeal being made, but
does not include an interlocutory order.






 


Installation means any
structure, installation or artificial island in the International Seabed Area used in or intended to be used in the Activities and for
which the State is responsible and potentially liable in accordance with its Sponsorship Obligations.


 


International
Law means any legally binding international treaties and conventions and other legally binding international rules including
UNCLOS and the ISA regulations as in force from time to time.


 


International
Seabed Area means the seabed and ocean floor and subsoil thereof, beyond the limits of national jurisdiction.


 


ISA means the International
Seabed Authority and any successor institution to the ISA.


 


ISA Contract means any
contract or licence granted to TOML by the ISA, and includes any Exploration Contract and any Exploitation Contract, and all terms and
conditions contained therein.


 


ISA Exploration Contract means
the contract for exploration for Polymetallic Nodules signed between the ISA and TOML on the 11th day of January, 2012 at
Kingston, Jamaica and any amendment or replacement thereto.


 


ISA Regulations means
the legally binding regulations adopted by the ISA applicable to the Activities.


 


Licence and Licences
means any licences, permits or contracts required under Tongan law to carry out exploration and/or exploitation in the International
Seabed Area.


 


Material TOML Breach means
the occurrence of any of the following:


 


		(a)	an ISA Contract is suspended or terminated by the ISA as a direct result of TOML or any Subcontractor
failing to comply with the conditions of the ISA Contract;
	 	 	 



		(b)	a serious breach of TOML’s ISA Obligations or obligations under this Agreement, that has caused
or will cause material and direct monetary damage to the State and has not been Remedied within a reasonable time;
	 	 	 



		(c)	TOML or any Subcontractor, in spite of written warnings by the ISA, has conducted its activities in such
a way as to result in serious persistent and wilful violations of the fundamental terms of this Agreement, ISA Contract or TOML’s
ISA Obligations; or
	 	 	 



		(d)	TOML has failed to pay the CRP in accordance with Section 3.



 






    	     	
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Material State
Breach means a State Default that has not been Remedied within 60 days in accordance with Section 19.


 


Minimum Recovery Level shall
be deemed to have occurred when Exploitation of Polymetallic Nodules yields a quantity of greater than [***] tonnes of Polymetallic Nodules
from the Tenement Area in any one calendar year.


 


Notice, see Section
27.


 


Payment
Year means any calendar year in which TOML reaches the Minimum Recovery Level.


 


Parties
means the parties to this Agreement.


 


Penalty
means a penalty imposed by the State on TOML which either:


 


		(1)	(a)arises as a direct result of a breach of TOML’s ISA Obligations;
	 	 	 



		(b)	is required to be imposed by International Law in order for
the State to fulfil its Sponsorship Obligations; and



 


		(c)	is for an amount not exceeding the reasonable amount required
for the State to satisfy its Sponsorship Obligations.
	 	 	 



		or	



 


		(2)	arises as a direct result of TOML breaching criminal or civil law in the State.



 


Pollution Incident means
any event involving pollution that seriously breaches TOML’s ISA Obligations.


 


Polymetallic Nodules
has the meaning given to that term by the ISA.


 


Production Audit, see
Section 4.


 


Recovered means extracted
and recovered from the seafloor in the Tenement Area to the sea surface (for example, to a sea surface platform or Vessel) and then placed
on to a transport ship.


 


Remedy or Remedied
means to remedy or redress or to have remedied or redressed (as applicable) the relevant occurrence or overcome its consequences and effects
so that there ceases to be any continuing material detrimental effect of that occurrence.


 


Safety at Sea means
safety of life and property at sea, and includes, inter alia:


 


		(a)	safe Vessel or Installation management and navigation;



 


		(b)	collision prevention;



 






    	     	
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		(c)	maintaining appropriate safety procedures and medical standards;



 


		(d)	appropriate provision of safety equipment, first aid, rescue and
fire fighting services;



 


		(e)	protecting the safety, health and welfare of personnel used in
the Activities;



 


		(f)	preventing injury to personnel that may be affected by the Activities;
and



 


		(g)	taking measures to effectively deal with safety Emergencies, as
well as any other requirements under TOML’s ISA Obligations pertaining to safety of life and property at sea.



 


Safety Incident means
any event involving Safety at Sea that seriously breaches TOML’s ISA Obligations.


 


Seabed Minerals Fund means
the Seabed Minerals Fund established under Section 94 of the Act.


 


Serious Harm to the Marine Environment
means any serious harm to the marine environment caused by one or more Activities that constitutes a serious breach of TOML’s
ISA Obligations.


 


Sponsorship means sponsorship
of TOML by the State as required by the ISA, the ISA Regulations, UNCLOS, and/or under TOML’s Exploration Contract and/or Exploitation
Contract and Sponsored shall have a similar meaning.


 


Sponsorship Certificate
means the Sponsorship Certificate signed on the 23rd September, 2021 under which the State certified that it sponsored TOML
to explore for Polymetallic Nodules in the International Seabed Area and assumed responsibility in accordance with article 139, article
153, paragraph 4, and Annex III, article 4, paragraph 4, of UNCLOS.


 


Sponsorship Obligations means
any and all responsibilities and obligations the State has under UNCLOS or the ISA Regulations with which it is legally required to comply
and that pertain to the State’s Sponsorship of TOML and/or the Activities, including its responsibility to ensure TOML’s compliance
with TOML’s ISA Obligations.


 


Subcontractor means
any person or entity who is subcontracted (either by the TOML Group or their subcontractors or their affiliates and whether via contract
or through a joint venture or similar arrangement) to carry out all or part of the Activities in the Tenement Area, and includes without
limitation any of the subcontractors’ officers, employees, agents, contractors, or assignees. [For the avoidance of doubt, this
definition only includes those persons or Entities for whom the State has a responsibility and is potentially liable in accordance with
its Sponsorship Obligations]. This definition does not include any officer or employee of the State or any person who represents or is
contracted by the State, ISA or other regulatory body.


 


Tax means any tax, fee,
Corporate Tax, sales tax, capital gains tax, resource rent tax, transfer tax, impost, royalty, duty (including import duty and stamp duty),
excise charge, surcharge, contribution, levy, rate, rent or any other charge however it is described, whether direct or indirect, whether
monetary or non-monetary, and whatever method collected or recovered, imposed by any Tongan governmental, semi-governmental or other Tongan
body authorised by law.


 



  Tenement Area means that part of the International Seabed Area, as may change from time to time, over which TOML has Tenements.


 






    	     	
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Tenements includes any ISA Contract
and any lease, contract, licence, claim or permit issued or to be issued to TOML by the ISA or any other regulatory body which confers
or may confer on TOML a right to prospect, explore for, mine and/or process any mineral in the International Seabed Area, or which may
facilitate the enjoyment of such right, and includes any application for, and any extension, renewal, conversion or substitution of,
any of those tenements, and for the avoidance of doubt includes without limitation any and all ISA Contracts and the rights of access
and to enjoy the income and/or product derived thereof.




 


Term means the term
as provided for in clause 1.1.


 


Tonga Seabed
Minerals Authority means the body established under the Act to administer Tonga’s sponsorship of Seabed Mineral Activities.


 


Tongan
Law means all applicable laws in Tonga, including without limitation, legislation and regulations.


 


TOML Group includes
TOML as well as any other entities owned by TOML’s ultimate parent company.


 


TOML Rights means the
rights held by TOML under the ISA Regulations and under any ISA Contracts, or held in relation to the International Seabed Area or the
Tenement Area, and without limitation includes the Tenements and all rights held therein.


 


TOML’s ISA Obligations
means the legally binding obligations TOML has under the ISA Contract, ISA Regulations and/or UNCLOS, as in force from time to time, and
includes without limitation all legally binding obligations and responsibilities that TOML has under any ISA Contract, ISA Regulation
and/or UNCLOS the breach of which would result in monetary liability to the State under UNCLOS due to the State’s Sponsorship of
TOML.


 


Tonne means the weight
of one thousand (1000) kilograms of Polymetallic Nodules Recovered from the Tenement Area measured at the first onshore port of unloading.


 


UNCLOS means the United
Nations Convention on the Law of the Sea of 10 December 1982.


 


Vessel means any sea-going
vessel and any seaborn craft of any type whatsoever used in the Activities and for which the State is responsible and potentially liable
for in accordance with its Sponsorship Obligations.


 






    	     	
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Signed as an agreement


 


For and on behalf of The Kingdom of Tonga/
The Tonga Seabed Minerals Authority


 


	/s/ Pōhiva Tu’i’onetoa	 	 
	Name:	Honourable Pōhiva Tu’i’onetoa
	 	Dated: 23 / 09 / 2021
	Title:	Prime Minister	 	 



 


For and on behalf of Tonga Offshore Mining
Limited


 


	/s/ Gerard Barron	 	 
	Name:	Gerard Barron	 	Dated:  23 / 09 / 2021
	Title:	Director	 	 


 


 


 





 



 


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