Deep-sea miner Odyssey (NASDAQ: OMEX) plans $1B all-stock merger with AOM
Rhea-AI Filing Summary
Odyssey Marine Exploration agreed to an all-stock merger with American Ocean Minerals Corporation, creating a deep-sea critical minerals platform valued at approximately $1 billion. AOM stockholders will receive 4.5017 shares of Odyssey common stock per AOM share, with certain holders instead receiving convertible preferred shares to keep ownership below 4.99%.
The deal includes assumption of AOM PIPE warrants, a planned 25-for-1 reverse stock split, and an increase in authorized Odyssey common shares from 75 million to 750 million, subject to stockholder approval. AOM has arranged approximately $75.6 million of bridge financing and a $156.0 million PIPE, while Odyssey may issue up to $10.0 million of secured notes at 8.0% interest.
Odyssey plans to divest its Mexican phosphate business into a liquidating trust for existing shareholders, which is expected to remove about $60 million of related liabilities, and the combined company is expected to have more than $175 million in cash after closing. Multiple option and note agreements with Cook Islands–focused entities and Ocean Minerals LLC aim to consolidate large polymetallic nodule resources under a U.S.-controlled supply chain.
Positive
- Strategic scale-up with major funding: The combined company is valued at about $1 billion, expects more than $175 million in cash at closing, and benefits from a $156.0 million PIPE plus $75.6 million of bridge financing to advance deep‑sea mineral projects.
- Balance sheet cleanup via PHOSAGMEX divestiture: Odyssey plans to move its Mexican phosphate asset into a liquidating trust for existing shareholders, a transaction expected to remove approximately $60 million of related liabilities from the post‑merger balance sheet.
Negative
- Heavy equity issuance and potential dilution: Before a planned 25‑for‑1 reverse split, the combined company is expected to have roughly 921 million common shares outstanding and seeks to increase authorized shares from 75 million to 750 million.
- Execution and regulatory risk: Closing depends on stockholder approvals, effectiveness of an S‑4 registration, completion of the ORM disposition, at least $25.0 million of PIPE funding, AOM holding a minimum of $100.0 million in cash, and multiple international regulatory milestones.
- Incremental leverage and structured obligations: Odyssey may issue up to $10.0 million of 8.0% secured notes, while AOM enters up to $25.0 million of 8.0% convertible notes with Cook Islands entities and a $5.0 million 8.0% CIC LLC note maturing in 2030, adding fixed obligations alongside equity financing.
Insights
Transformative all-stock merger with large capital raise and significant dilution risk.
The announced merger combines Odyssey Marine Exploration with American Ocean Minerals into a deep-sea critical minerals platform valued at roughly $1 billion. Consideration is entirely in stock at a fixed 4.5017 Odyssey-share exchange ratio, with some AOM holders receiving preferred shares subject to a 4.99% beneficial ownership cap.
Funding is sizable: AOM has a $75.6 million bridge financing and a committed $156.0 million PIPE, while Odyssey may issue up to $10.0 million of secured notes at 8.0% interest plus up to $25.0 million of additional convertible notes with Cook Islands partners. Pro forma, the combined company expects more than $175 million of cash and removal of about $60 million of PHOSAGMEX-related liabilities.
Dilution and authorization expansion are substantial. Before a planned 25‑for‑1 reverse split, total common shares outstanding are expected to be about 921 million, and authorized shares would rise from 75 million to 750 million, pending a stockholder vote. Closing also depends on effectiveness of an S‑4 registration, at least $25.0 million of PIPE proceeds, AOM holding at least $100.0 million in cash, completion of the ORM disposition, and regulatory progress in Cook Islands and U.S. jurisdictions.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
AOM PIPE Warrants financial
Odyssey Assumed Warrants financial
beneficial ownership limitation regulatory
reverse stock split financial
Registration Statement on Form S-4 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On April 8, 2026, Odyssey Marine Exploration, Inc. (“Odyssey”), Oceanus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Odyssey (“Merger Sub”), and American Ocean Minerals Corporation, a Delaware corporation (“AOM,” and together with Odyssey and Merger Sub, the “Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the merger and becoming a direct, wholly owned subsidiary of Odyssey (the “Merger”). The Merger is expected to be completed in the late second to early third quarter of 2026.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each then-outstanding share of AOM common stock, par value $0.0001 per share (the “AOM Common Stock”) (other than any shares held in treasury and dissenting shares) will be converted into 4.5017 shares of Odyssey common stock, par value $0.0001 per share (the “Odyssey Common Stock”); provided, that certain AOM stockholders will receive, in lieu of shares of Odyssey Common Stock that would cause them to beneficially own more than 4.99% of the outstanding shares of Odyssey Common Stock immediately following the closing of the Merger (the “Closing”), shares of Odyssey preferred stock (“Odyssey Preferred Shares”) that are convertible (subject to a beneficial ownership limitation) into the number of shares of Odyssey Common Stock that would otherwise exceed such 4.99% threshold.
In addition, at the Effective Time, each warrant to purchase shares of AOM Common Stock that was outstanding immediately prior to the Effective Time (the “AOM PIPE Warrants”) will cease to represent a right to acquire shares of AOM Common Stock and will be assumed by Odyssey and converted into a warrant to purchase shares of Odyssey Common Stock (the “Odyssey Assumed Warrants”) as of the Effective Time. The Odyssey Assumed Warrants will be on substantially the same terms and conditions as the corresponding AOM PIPE Warrants immediately prior to the Effective Time, other than with respect to the number of shares of Odyssey Common Stock issuable upon exercise and the exercise price, which will be adjusted in accordance with the Exchange Ratio set forth in the Merger Agreement and for certain equity issuances occurring after the date of signing. Shares of Odyssey Common Stock issuable upon exercise of the Odyssey Assumed Warrants are referred to as the “Odyssey Assumed Warrant Shares.” For further information, please see the section entitled “Certain Agreements Related to the Merger—AOM PIPE Subscription Agreement.”
In addition, the Merger Agreement provides that, at the Closing, the corporate name of Odyssey will be changed to “American Ocean Minerals Corporation.”
Immediately after the Merger, on a pro forma basis, after giving effect to (a) the issuance of shares of AOM Common Stock upon the automatic conversion of the AOM Bridge Debentures (as defined below) immediately prior to the Effective Time, (b) the issuance of (x) shares of AOM Common Stock and (y) AOM PIPE Warrants, in each case, pursuant to the AOM PIPE Subscription Agreement (as defined below) immediately prior to the Effective Time, and (c) the issuance of shares of Odyssey Common Stock as a result of the Merger (the “Merger Shares”), but excluding the effect of any outstanding options and warrants of Odyssey that will remain outstanding after the Merger:
| • | the pre-Merger stockholders of Odyssey will own approximately 6.7% of the combined company; |
| • | the pre-Merger stockholders of AOM who were AOM Bridge Investors (as defined below) will own approximately 10.7% of the combined company; |
| • | the pre-Merger stockholders of AOM who were AOM PIPE Investors (as defined below) will own approximately 15.4% of the combined company; and |
| • | the other pre-Merger stockholders of AOM will own approximately 52.9% of the combined company. |
In connection with the Merger, Odyssey will hold a special meeting of its stockholders (the “Odyssey Meeting”) to seek their approval of, among other things, (a) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, (b) the issuance pursuant to the Merger Agreement of the shares of Odyssey Common Stock, Odyssey Preferred Shares, Odyssey Assumed Warrants, and Odyssey Assumed Warrant Shares, (c) a reverse stock split of Odyssey Common Stock, if not previously approved by stockholders at Odyssey’s regular annual stockholder meeting, (d) an amendment to Odyssey’s articles of incorporation to increase the number of authorized shares of Odyssey Common Stock from 75 million shares to 750 million shares, and (e) any other proposals deemed necessary or desirable by the Parties to consummate the transactions contemplated by the Merger Agreement.
Each of Odyssey and AOM has agreed to customary representations, warranties, and covenants in the Merger Agreement, including, among others, covenants relating to (a) obtaining the requisite approval of its respective stockholders, (b) Odyssey’s non-solicitation of alternative acquisition proposals, (c) the conduct of its respective business during the period between the signing of the Merger Agreement and the Closing, and (d) Odyssey filing with the U.S. Securities and Exchange Commission (the “SEC”) and causing to become effective a registration statement to register the shares of Odyssey Common Stock, Odyssey Preferred Shares, Odyssey Assumed Warrants, and Odyssey Assumed Warrant Shares to be issued in connection with the Merger (the “Registration Statement”).
Consummation of the Merger is subject to certain closing conditions, including, among other things, (a) approval by the requisite Odyssey stockholders of the proposals to be presented at the Odyssey Meeting, (b) the effectiveness of the Registration Statement, (c) the AOM PIPE Investment (as defined below) having been consummated with gross proceeds of not less than $25.0 million, (d) after giving effect to the AOM PIPE Investment, AOM having a minimum cash balance of not less than $100.0 million, and (e) the AOM Bridge Debentures having been converted into shares of AOM Common Stock.
The Merger Agreement contains certain termination rights for both Odyssey and AOM, including the right to terminate the Merger Agreement in the event of a triggering event tied to an adverse recommendation change or an acquisition proposal. In addition, either Odyssey or AOM may terminate the Merger Agreement if the Merger is not consummated on or before October 7, 2026 (the “Outside Date”), provided that either Odyssey or AOM may unilaterally extend the Outside Date—first by up to two months, and then by an additional 30 days—so long as the extending party determines in good faith that the remaining closing conditions are still capable of being satisfied, and provided, further that neither party may terminate the Merger Agreement if the failure to consummate the Merger by the Outside Date is primarily attributable to such party’s failure to perform any covenant or other obligation required to be performed by it under the Merger Agreement. Upon termination of the Merger Agreement under specified circumstances, Odyssey may be required to pay AOM a termination fee of $2.2 million.
At the Effective Time, certain persons identified in the Merger Agreement are expected to become directors and officers of Odyssey.
Certain Agreements Related to the Merger
Odyssey Note Purchase Agreement
On April 8, 2026, in connection with the Merger Agreement, Odyssey and AOM entered into a note purchase agreement (the “Odyssey Note Purchase Agreement”) pursuant to which Odyssey issued and sold to AOM a secured promissory note (the “Initial Odyssey Note”) in an amount of up to $5.0 million (the “Initial Odyssey Note Purchase Price”). At an initial closing, AOM will pay to Odyssey a portion of the Initial Odyssey Note Purchase Price in the amount of $1.5 million within five business days of the date of the Odyssey Note Purchase Agreement. The remaining $3.5 million of the Initial Odyssey Note Purchase Price will be paid in specified amounts on the first business day of each of the four months after the date of the Odyssey Note Purchase Agreement. The Odyssey Note Purchase Agreement also provides that, at AOM’s option, AOM may purchase from Odyssey one or more additional secured promissory notes (the “Pre-Closing Odyssey Notes” and, together with the Initial Odyssey Note, the “Odyssey Notes”) in an aggregate amount of up to $5.0 million. Odyssey’s obligations under the Odyssey Notes will be secured by a security interest in substantially all of Odyssey’s assets.
The principal amount of the Odyssey Notes will equal the aggregate amount paid to Odyssey by AOM. The principal amount of the Odyssey Note will bear interest at the rate of 8.0% per annum. Odyssey will pay accrued interest on a quarterly basis by capitalizing each quarterly interest payment as additional principal. All outstanding principal and accrued interest will be due and payable in full on the earlier of the date that is one year after the date of the Odyssey Note Purchase Agreement or upon the consummation of the Merger. Upon an event of a default on the interest payments, the principal and any accrued interest will thereafter accrue interest at the rate of 11.0% per annum until paid in full.
AOM Bridge Subscription Agreements
Prior to the execution and delivery of the Merger Agreement, AOM entered into subscription agreements (the “Bridge Subscription Agreements”), with certain third-party investors (the “AOM Bridge Investors”) pursuant to which the Bridge Investors provided aggregate financing to AOM in the amount of approximately $75.6 million (the “AOM Bridge Financing”) through the purchase of convertible debentures of AOM (the “AOM Bridge Debentures”). The AOM Bridge Debentures will automatically convert into shares of AOM Common Stock immediately prior to the effective time of the Merger, such that the AOM Bridge Investors will become stockholders of AOM immediately prior to the consummation of the Merger.
AOM PIPE Subscription Agreement
Concurrently with the execution and delivery of the Merger Agreement, AOM and Odyssey entered into a securities purchase agreement (the “AOM PIPE Subscription Agreement” and, together with the AOM Bridge Subscription Agreements, the “Subscription Agreements”) with certain third-party investors (the “AOM PIPE Investors”) pursuant to which the AOM PIPE Investors committed to provide aggregate financing in the amount of $156.0 million (the “AOM PIPE Investment”), on the terms and subject to the conditions set forth in the AOM PIPE Subscription Agreement and the related warrants to be entered into at the closing of the AOM PIPE Investment (the “AOM PIPE Warrants”), through the subscription for and purchase of (a) shares of AOM Common Stock, which shares will, pursuant to the AOM PIPE Subscription Agreement, be issued immediately prior to the effective time of the Merger, such that the AOM PIPE Investors will become stockholders of AOM immediately prior to the consummation of the Merger and (b) AOM PIPE Warrants, which AOM PIPE Warrants will, pursuant to the AOM PIPE Subscription Agreement, be assumed by Odyssey and converted into Odyssey Assumed Warrants as of the Effective Time.
CIC Equity Exchange Agreement
On April 8, 2026, in connection with the Merger Agreement, Odyssey, and certain of the stockholders (the “CIC Stockholders”) of CIC Limited (“CIC Ltd”) entered into an equity exchange agreement (“CIC Equity Exchange Agreement”) pursuant to which the CIC Stockholders agreed to exchange their shares of CIC Ltd Class A common stock (“CIC Shares”) for shares of Odyssey Common Stock as soon as practicable after effective date of the Merger. In exchange for the CIC Shares, Odyssey will deliver to each of the CIC Stockholders a number of shares of Odyssey Common Stock equal to the number of shares of CIC Ltd the CIC Stockholder wishes to exchange multiplied by a fraction, the numerator of which is the value per CIC Share and the denominator of which is the price per share of Odyssey Common Stock paid by the PIPE Investors.
Notwithstanding anything in the CIC Equity Exchange Agreement to the contrary, the aggregate maximum number of shares of Odyssey Common Stock that may be issued under the CIC Equity Exchange Agreement will not (a) exceed 19.9% of the number of outstanding shares of Odyssey Common Stock immediately prior to the date of the CIC Equity Exchange Agreement, (b) exceed 19.9% of the combined voting power of the outstanding voting securities of Odyssey immediately prior to the date of the CIC Equity Exchange Agreement, in each of clauses (a) and (b), unless Odyssey has obtained the requisite stockholder approval under applicable law and the listing rules of the Nasdaq Capital Market, or (c) otherwise exceed such number of shares of Odyssey Common Stock that would violate applicable listing rules of the Nasdaq Capital Market.
CIC Ltd Option Agreement
On April 8, 2026, in connection with the Merger Agreement, Odyssey and certain stockholders of CIC Ltd (the “CIC Option Stockholders”) entered into an option agreement (the “CIC Ltd Option Agreement”) pursuant to which, at any time and from time to time following the six-month period following the completion of the Merger, Odyssey has the right, but not the obligation, to purchase from each CIC Option Stockholder all or a portion of the CIC Shares held by such CIC Option Stockholder (the “CIC Ltd Option”) at a purchase price per share equal to the valuation of CIC Ltd divided by the total number of issued outstanding shares of CIC Ltd, assuming full conversion or exercise of all outstanding options, warrants, convertible securities, or similar rights.
The valuation of CIC Ltd on any date on which Odyssey exercises the CIC Ltd Option will be (a) $200.0 million, if the applicable exercise date is prior to the approval, by the Cook Islands Seabed Mineral Authority (the “SBMA”), of a pre-feasibility study, (b) $225.0 million, if the applicable exercise date is after the approval of such pre-feasibility study and before the issuance, by the SBMA, of a trial harvesting license, or (c) $300.0 million, if the applicable exercise date is after the issuance of such trial harvesting license. The purchase price payable in connection with the exercise of the CIC Ltd Option granted to Odyssey will be payable by Odyssey in a combination of (a) cash and (b) shares of Odyssey Common Stock, in such amounts and proportions as determined by Odyssey in its sole and absolute discretion.
CIC LLC Option Agreement
On April 8, 2026, in connection with the Merger Agreement, Odyssey and CIC LLC entered into an option agreement (“CIC LLC Option Agreement”) pursuant to which at any time and from time to time following the six-month period following the completion of the Merger, Odyssey, has the right, but not the obligation, to purchase CIC Shares from CIC LLC (the “CIC LLC Option”) at a purchase price per share equal to the valuation of CIC Ltd divided by the total number of issued and outstanding shares of CIC Ltd, assuming full conversion or exercise of all outstanding options, warrants, convertible securities, or similar rights.
The valuation of CIC Ltd on any date on which Odyssey exercises the CIC LLC Option will be (a) $200.0 million, if the applicable exercise date is prior to the approval, by the SBMA, of a pre-feasibility study, (b) $225.0 million, if the applicable exercise date is after the approval of such pre-feasibility study and before the issuance, by the SBMA, of a trial harvesting license, or (c) $300.0 million, if the applicable exercise date is after the issuance of such trial harvesting license. The purchase price payable in connection with the exercise of the CIC LLC Option granted to Odyssey will be payable by Odyssey in a combination of (a) cash and (b) Odyssey Common Stock, in such amounts and proportions as determined by Odyssey in its sole and absolute discretion; provided that the cash portion of the purchase price of the option will be not less than $20.0 million; and provided, further, that the minimum cash portion will be reduced, on a dollar-for-dollar basis, by the aggregate amount of payments received by CIC LLC under the CIC LLC Note Purchase Agreement. For further information, please see the section entitled “—CIC LLC Note Purchase Agreement.”
OML Unit Purchase Agreement
On March 20, 2026, Ocean Minerals, LLC (“OML”) and AOM entered into a unit purchase agreement (“OML Unit Purchase Agreement”) pursuant to which AOM agreed to purchase from OML an aggregate of 997,995 membership interest units of OML (“OML Units”) for the purchase price of $20.0 million. Additionally, at any time and from time to time, AOM has the right, but not the obligation, to purchase from OML such number of additional OML Units as is necessary for AOM to hold, in the aggregate, at least sixty-seven percent (67.0%) of the outstanding OML Units.
The purchase price for each additional OML Unit will be (a) equal to $20.45 per OML Unit prior to September 30, 2025, or (b) equal the fair market valuation of OML divided by the number of fully diluted OML Units where: (i) the fair market valuation means the pre-money equity valuation of OML as determined by an independent valuation firm mutually agreed upon by AOM and OML, provided that the fair market valuation shall not result in a price per OML Unit of less than $20.45 unless otherwise agreed in writing by OML, and (ii) the fully diluted membership interest means the total number of issued and outstanding OML Units, assuming full conversion or exercise of all outstanding options, warrants, convertible securities or similar rights. On March 20, 2026, AOM paid to OML an advance of $7,500,000, and OML issued and sold 366,748 membership units to AOM.
OML Equity Exchange Agreement
On April 8, 2026, in connection with the Merger Agreement, Odyssey, OML, and certain of the members of OML (the “OML Members”), entered into an equity exchange agreement (“OML Equity Exchange Agreement”) pursuant to which the OML Members agreed to exchange their OML Units for shares of Odyssey Common Stock as soon as practicable after the effective date of the Merger. In exchange for the OML Units, Odyssey will deliver to each of the OML Members a number of shares of Odyssey Common Stock equal to the number of OML Units held by such OML Member multiplied by a fraction, the numerator of which is the value per unit of OML Units and the denominator of which is the value per share of Odyssey Common Stock.
CIC LLC Note Purchase Agreement
On April 8, 2026, in connection with the Merger Agreement, CIC LLC and AOM entered into a note purchase agreement (the “CIC LLC Note Purchase Agreement”) pursuant to which CIC LLC issued and sold to AOM a convertible promissory note (the “CIC LLC Note”) in an amount of $5.0 million (the “CIC LLC Note Purchase Price”). At an initial closing, AOM will pay to CIC LLC the CIC LLC Note Purchase Price. The CIC LLC Note Purchase Price will reduce, on a dollar-for dollar basis, the minimum cash portion of the purchase price payable by Odyssey under the CIC LLC Option Agreement, as described in the section entitled “—CIC LLC Option Agreement.”
The principal amount of the note will bear interest at the rate of 8.0% per annum. CIC LLC will pay accrued interest on a quarterly basis by capitalizing each quarterly interest payment as additional principal. All outstanding principal and accrued interest will be due and payable in full on April 7, 2030 (the “CIC LLC Maturity Date”). Upon an event of a default on the interest payments, the principal and any accrued interest will thereafter accrue interest at the rate of 11% per annum until paid in full.
AOM will have the right, at any time and from time to time prior to the CIC LLC Maturity Date, to convert all, but not less than all, of the outstanding principal and accrued and unpaid interest on the CIC LLC Note into the CIC Shares simultaneously with the consummation of the CIC LLC Option. If AOM elects to exercise its conversion right, AOM will be entitled to the number of CIC Shares (rounded to the nearest whole number) equal to the quotient determined by dividing (a) the amount of the outstanding principal and accrued interest to be converted, by (b) 1.22 (the “CIC LLC Conversion Rate”). In lieu of any fractional shares to which AOM would otherwise be entitled, CIC LLC will pay AOM cash equal to such fraction multiplied by the CIC LLC Conversion Rate. To the extent not previously paid or converted, CIC LLC will pay to AOM the entire outstanding amount of principal and accrued interest in cash on the CIC LLC Maturity Date. The obligations of CIC LLC under the CIC LLC Note are non-recourse to CIC LLC except as to CIC LLC’s interest in the CIC Shares.
CIC Ltd Note Purchase Agreement
On April 8, 2026, in connection with the Merger Agreement, CIC Ltd and AOM entered into a note purchase agreement (the “CIC Ltd Note Purchase Agreement”) pursuant to which CIC Ltd issued and sold to AOM a convertible promissory note (the “CIC Ltd Note”) in an amount of up to $20.0 million (the “CIC Ltd Note Purchase Price”). Within five business days of the date of the CIC Ltd Note Purchase Agreement, at an initial closing, AOM will pay to CIC Ltd a portion of that CIC Ltd Note Purchase Price in an amount to be determined by the parties. CIC Ltd can issue additional requests to AOM for up to $5.0 million of the CIC Ltd Note Purchase Price following the initial closing, provided, however, that (a) the first additional advance request cannot be made until the fiscal quarter following the initial closing date, and (b) no more than two advance request may be made per fiscal quarter. AOM will advance additional funds to CIC Ltd within 10 business days of each subsequent request if the applicable conditions are met.
The principal amount of the CIC Ltd Note will equal the aggregate amount paid to CIC Ltd by AOM. The principal amount of the CIC Ltd Note will bear interest at the rate of 8.0% per annum. CIC Ltd will pay accrued interest on a quarterly basis by capitalizing each quarterly interest payment as additional principal. All outstanding principal and accrued interest will be due and payable in full on April 7, 2030 (the “CIC Ltd Maturity Date”). Upon an event of a default on the interest payments, the principal and any accrued interest will thereafter accrue interest at the rate of 11.0% per annum until paid in full.
AOM will have the right, at any time and from time to time prior to the CIC Ltd Maturity Date, to convert all or any portion of the outstanding principal and accrued interest of the note into CIC Shares. If AOM elects to exercise its conversion right, AOM will be entitled to the number of CIC Shares (rounded to the nearest whole number) equal to the quotient determined by dividing (a) the amount of the outstanding principal and accrued interest to be converted, by (b) the rate, computed immediately before the initial closing on a fully-diluted as-converted basis taking into account all equity securities of CIC Ltd, that ascribed to CIC Ltd a valuation of $200.0 million (the “CIC Ltd Conversion Rate”). In lieu of any fractional shares to which AOM would otherwise be entitled, CIC Ltd will pay AOM cash equal to such fraction multiplied by the CIC Ltd Conversion Rate. To the extent not previously paid or converted, CIC Ltd will pay to AOM the entire outstanding amount of principal and accrued interest in cash on the CIC Ltd Maturity Date.
Support Agreements
Odyssey Support Agreement
On April 8, 2026, in accordance with the Merger Agreement, Odyssey, AOM, and certain Odyssey stockholders (the “Odyssey Support Stockholders”) entered into a support agreement (“Odyssey Support Agreement”) pursuant to which each Odyssey Support Stockholder agreed that at any meeting of the stockholders of Odyssey, each Odyssey Support Stockholder will (a) cause its voting shares of Odyssey to be counted as present thereat for the purpose of establishing a quorum, and (b) vote, or cause to be voted, all of its voting shares of Odyssey, (i) in favor of the Odyssey Share Issuance, the Odyssey Articles Amendment, and any other proposal, action, or matter necessary or advisable to consummate the other transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Odyssey, if there are insufficient votes to approve such matters at the time any such meeting is held, (iii) against any transaction, reorganization, or action that would reasonably be expected to impede or interfere with the transactions contemplated by the Merger Agreement or the Odyssey Support Agreement, or any change in Odyssey’s corporate structure or business, except as expressly permitted by the Merger Agreement. Certain of the Odyssey Support Stockholders also agreed to a customary restrictions on any transfers of voting shares of Odyssey, subject to customary exceptions. Any transfers in violation of these restrictions will be null and void.
Lock-Up Agreements
Odyssey and holders of AOM Common Stock, and the Bridge Investors (the “Lock-Up Holders”), entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which, during the applicable lock-up periods commencing on the date of the Closing, the Lock-Up Holders will not, directly or indirectly, sell or otherwise transfer any shares of Odyssey Common Stock, or make any public announcement or filing under applicable securities laws regarding any of the foregoing; provided that (i) the Bridge Investors are subject to a full lock-up for a period of sixty (60) days following the closing of the Merger Agreement, with all such shares released thereafter, and (ii) holders of AOM Common Stock are subject to a full lock-up through ninety (90) days following the closing of the Merger Agreement, followed by staged releases thereafter. Notwithstanding the foregoing, the restrictions will not apply to transfers (a) by gift or for estate-planning purposes, (b) by will or intestacy upon death, (c) to any affiliate, trust, partnership, or other entity for the benefit of the Lock-Up Holder or its immediate family, or (d) in the case of an entity, to its members, partners or stockholders, provided that the transferee agrees in writing to be bound by the applicable restrictions. Any purported transfer by the Lock-Up Holders of Odyssey Common Stock in violation of the foregoing restrictions will be null and void and will not be recognized by Odyssey or its transfer agent.
ORM Disposition
Odyssey, through an indirect wholly owned subsidiary, Odyssey Marine Enterprises Ltd., a company organized in the Bahamas (“OME”), currently owns approximately 78.3% of the equity interests in Oceanica Resources Mexico, S. de R.L. de C.V., a company organized in Mexico (“ORM”). ORM owns a 50.0% interest in Phosagmex, S.A.P.I. de C.V., a joint venture company organized in Mexico (“Phosagmex”). The remaining 50.0% interest in Phosagmex is owned by Capital Latinoamericano, S.A. de C.V., a company organized in Mexico (“CapLat”).
Pursuant to the terms of the Merger Agreement, Odyssey agreed to organize a new corporation (“ORM HoldCo”) and to contribute its interests in ORM to ORM HoldCo. Odyssey will then transfer its interests in ORM Holdco to a newly formed liquidating trust (the “ORM Trust”), the beneficiaries of which will be the holders of Odyssey Common Stock as of a record date prior to the consummation of the Merger (the “Trust Beneficiaries”).
The purpose of ORM HoldCo and the ORM Trust is to hold and preserve the value of ORM and ORM’s assets until Phosagmex receives certain project approvals from the government of Mexico. If the project approvals are received, ORM HoldCo will then either (a) sell ORM and/or ORM’s assets and distribute the net proceeds therefrom to the ORM Trust (for further distribution to the Trust Beneficiaries) and any other equity holders of ORM HoldCo or (b) conduct an initial public offering and distribute the shares of ORM Holdco to the ORM Trust (for further distribution to the Trust Beneficiaries) and any other equity holders of ORM HoldCo.
In connection with these transactions, Odyssey and AOM have agreed that ORM HoldCo will enter into a support agreement (the “ORM Support Agreement”) pursuant to which Odyssey will, for the term of the ORM Trust, provide ORM HoldCo and its subsidiaries with administrative services, access to records and personnel in connection with the enforcement of the arbitral award issued by the International Centre for Settlement of Investment Disputes on the claims brought by Odyssey against Mexico under the North American Free Trade Agreement, and other specified support services.
Completion of the ORM disposition in all material respects, including obtaining a commitment for the financing necessary to fund the activities of ORM HoldCo and its subsidiaries for at least 18 months after the Merger, is a condition to AOM’s obligation to close under the Merger Agreement.
The preceding summaries do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form of AOM
PIPE Subscription Agreement, the form of AOM PIPE Warrant, and the Odyssey Note Purchase Agreement, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, and which are incorporated herein by reference. The preceding summaries of the other agreements described herein do not purport to be complete and are qualified in their entirety by reference to those agreements. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about AOM or Odyssey or to modify or supplement any factual disclosures about Odyssey in its public reports filed with the SEC. The Merger Agreement and the ancillary documents related thereto include representations, warranties, and covenants of Odyssey, Merger Sub, and AOM that were made solely for purposes of such agreements and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement and such ancillary documents. Investors should not rely on the representations, warranties, and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of AOM, Odyssey or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings, or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided under Item 1.01 is hereby incorporated by reference. The shares of Odyssey Common Stock issuable pursuant to the OML Unit Purchase Agreement and OML Equity Exchange Agreement are expected to be issued in transactions exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the execution and delivery of the Merger Agreement, Odyssey’s compensation committee approved the payment of certain transaction-related compensation to Mark D. Gordon and John D. Longley, Odyssey’s Chief Executive Officer and Chairman and Chief Executive Officer and Chairman, respectively, based upon the recommendation of an independent compensation consultant engaged by the compensation committee. Pursuant to these arrangements, Odyssey will pay to Mr. Gordon and Mr. Longley $400,000 and $265,000, respectively, upon consummation of the Merger, and an additional $400,000 and $265,000 six months thereafter. The purpose of the payments is to provide Mr. Gordon and Mr. Longley with appropriate incentives to maintain their employment with Odyssey through consummation of the Merger and thereafter to ensure a smooth transition of the combined company.
| Item 7.01. | Regulation FD Disclosure. |
On April 8, 2026, Odyssey and AOM issued a joint press release announcing the execution of the Merger Agreement. As noted in the press release, Odyssey and AOM will host a joint conference call at 10:00 a.m. (Eastern Time) on April 13, 2026, via webcast, to discuss the proposed Merger. In addition, Odyssey and AOM provided supplemental information regarding the Merger in a joint investor presentation. Copies of the press release and the investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The press release, the investor presentation, and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 contain forward-looking statements based upon Odyssey’s and AOM’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely,” or the negative or plural of these words or similar expressions. These statements are only predictions. Odyssey and AOM have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that are beyond each of Odyssey’s and AOM’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Odyssey and AOM to consummate the transactions contemplated by the proposed Merger; (iii) risks related to Odyssey’s and AOM’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either Odyssey or AOM; (v) the effect of the announcement or pendency of the proposed Merger on Odyssey’s or AOM’s business relationships, operating results, and business generally; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Odyssey, AOM, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (vii) the ability of Odyssey or AOM to protect their respective intellectual property rights; (viii) competitive responses to the proposed Merger; (ix) unexpected costs, charges or expenses resulting from the proposed Merger; (x) whether the combined business of AOM and Odyssey will be successful; (xi) legislative, regulatory, political and economic developments; and (xii) additional risks described in the “Risk Factors” section of Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026. Additional assumptions, risks and uncertainties are described in detail in Odyssey’s registration statements, reports and other filings with the SEC, which are available on Odyssey’s website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Odyssey nor AOM can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, Odyssey and AOM undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Additional Information about the Proposed Merger and Where to Find It
This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on Form 8-K relates to the proposed Merger. In connection with the proposed Merger, Odyssey will file a Registration Statement on Form S-4, which will include a document that serves as a prospectus and proxy statement of Odyssey (the “proxy statement/prospectus”), and Odyssey will file other documents regarding the proposed Merger with the SEC. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to Odyssey’s stockholders. Investors and security holders will be able to obtain these documents (when available) free of charge from the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that Odyssey communicates with investors and the public using its website
(www.odysseymarine.com), the investor relations website (https://www.ir.odysseymarine.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Odyssey with the SEC, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger.
Participants in the Solicitation
Odyssey, AOM, and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed Merger. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 25, 2025, for the 2025 Annual Meeting of Stockholders, Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Odyssey as indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 2.1* | Agreement and Plan of Merger | |
| 10.1* | Form of AOM PIPE Subscription Agreement | |
| 10.2 | Form of AOM PIPE Warrant | |
| 10.3* | Form of Odyssey Note Purchase Agreement | |
| 99.1 | Joint Press Release issued April 8, 2026 | |
| 99.2 | Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Odyssey hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||
| Dated: April 8, 2026 | By: | /s/ Mark D. Gordon | ||||
| Mark D. Gordon | ||||||
| Chairman and Chief Executive Officer | ||||||
Exhibit 99.1
American Ocean Minerals Corporation to Merge with Odyssey Marine Exploration, Inc., Creating a $1B U.S.-Controlled Deep-Sea Critical Minerals Platform
| • | Creates one of the largest U.S.-controlled critical minerals and rare earths platforms focused on deep-sea exploration, harvesting and processing of polymetallic nodules |
| • | Led by Chairman Tom Albanese, former Rio Tinto CEO, and CEO Mark Justh, a 30-year financial services veteran; and supported by founding investor and special advisor Mike Rowe, the founder and CEO of the mikeroweWORKS foundation, nationally recognized media figure and advocate for reindustrialization and skilled trades development |
| • | Diversified portfolio spanning U.S.-licensed international waters and allied sovereign waters, including two out of three exclusive licensed exploration areas in the critical mineral-rich Cook Islands |
| • | Transaction values the combined company at a pro forma equity value of approximately $1 billion, including in excess of $230 million of total equity capital raised, of which more than $150 million is a private placement from prominent institutional and strategic investors, and $75 million is a pre-public financing to accelerate U.S. and allied supply chain independence |
| • | Expected to have approximately $175 million in cash at closing |
| • | Prior to the merger, Odyssey intends to effect a 25-for-1 reverse stock split of its common stock |
| • | Certain significant Odyssey shareholders, accounting for approximately 30% of shares outstanding, have entered into voting support agreements in favor of the Transaction |
TAMPA, Fla., April 8, 2026 - American Ocean Minerals Corporation (“AOMC”) and Odyssey Marine Exploration, Inc. (NASDAQ: OMEX) (“Odyssey”) today announced they have entered into a definitive merger agreement to combine their businesses and create a leading deep-sea critical minerals research and resource extraction platform (the “Transaction”).
The Transaction values the combined company at approximately $1 billion and includes a private placement of over $150 million from prominent institutional and strategic investors, as well as a $75 million pre-public financing completed in February by AOMC.
Following the Transaction close, the combined company will operate as American Ocean Minerals Corporation and is expected to trade on Nasdaq under the ticker symbol “AOMC”, subject to stockholder and regulatory approvals and customary closing conditions.
Building a Leading U.S. Deep-Sea Critical Minerals Platform
The Transaction will create a scaled U.S. platform with advanced deep-sea resource and harvesting capabilities, supported by a public company infrastructure.
AOMC has secured exploration rights in one of the most sought-after areas globally and forged key partnerships designed to support an asset-light operational platform, including retrofitted vessels and proven technologies. Odyssey contributes its public platform, unique intellectual properties, diversified portfolio and more than 30 years of offshore operational experience in developing marine mineral assets.
The combined company will be led by an experienced team of global leaders in deep-sea operations, processing and capital markets, including Chairman Tom Albanese, who formerly served as CEO of Rio Tinto Group, and CEO Mark Justh, who brings decades of experience in capital markets, including former roles at JPMorgan Chase and Goldman Sachs. The team will also be supported by AOMC founding investor and special advisor Mike Rowe, the founder and CEO of the mikeroweWORKS foundation and nationally recognized media figure.
Mark Justh, Chief Executive Officer of AOMC, stated: “This transaction comes at a pivotal inflection point, as regulatory clarity, proven offshore technology, supply chain independence initiatives, improved scientific understanding of environmental impacts and mitigation, and accelerating demand for critical minerals are converging for the first time. By combining AOMC’s capital and multi-jurisdiction asset base with Odyssey’s, and with a combined team representing 300 years of deep-sea expertise, we are building a scalable platform to support a more secure and diversified critical minerals supply chain.”
Mark Gordon, Chief Executive Officer of Odyssey, said: “This transaction builds on the foundation Odyssey has established over more than three decades of offshore innovation and operations. Our experience in marine operations, project execution, and working within regulatory frameworks is directly applicable to advancing these assets. By combining Odyssey’s capability with AOMC’s capital and asset base, the combined company is positioned to move forward with a clear, execution-driven approach.”
The combined company expects to make substantial investments over the next decade designed to yield significant returns for its shareholders, the Cook Islands, the US and other important stakeholders. These investments will support completing technical programs and feasibility studies to maximize the economic value of AOMC’s vast resource endowment and implementing environmentally responsible harvesting technologies, constructing and retrofitting a fleet of harvesting vessels, developing processing operations, and building supporting infrastructure.
Advancing Multiple Regulatory Pathways for Deep Sea Exploration
AOMC is assembling a diversified dual-track portfolio across both the Cook Islands exclusive economic zone (“EEZ”), an allied jurisdiction, and U.S.-regulated international waters, including the Clarion-Clipperton Zone.
Across five secured and target areas, the combined company will have access to more than 500,000 square kilometers of prospective areas where polymetallic nodules containing nickel, cobalt, copper, and manganese are abundant. AOMC also believes the license areas in the Cook Islands are highly prospective for rare earth elements and potentially titanium.
Tom Albanese, Chairman of AOMC, said: “AOMC will be positioned to be a reliable, long-term supplier for American
re-industrialization. We are taking a differentiated, responsible approach to the research and development of deep-sea resources. The work over the past decade has set a
high standard for advancing the industry responsibly, and we are proud to play a role in maintaining that standard.”
| • | The Cook Islands Pathway: The combined company’s platform will include investments in two out of three licensed exploration projects in the Cook Islands’ EEZ, Moana Minerals Ltd., a subsidiary of Ocean Minerals LLC (“OML”), and CIC Limited (“CIC”). These licensed areas encompass 417 million tonnes of indicated resources and over 2 billion tonnes of inferred resources as detailed in S-K 1300 resource reports. |
| • | The U.S. Sovereign Pathway: AOMC has achieved full compliance for two exploration applications under the Deep Seabed Hard Mineral Resources Act. Administered by National Ocean and Atmospheric Administration, this framework provides domestic companies with a U.S.-regulated route to explore and develop nodule resources in international waters. AOMC areas for exploration encompass over 1.4 billion tonnes of inferred resources, as detailed in S-K 1300 resource reports. |
A preliminary economic assessment for OML’s Moana-1 asset was completed in early 2025 and reassessed based on the S-K 1300 resource report identifying an indicated mineral resource of 417 million tonnes with an abundance of 26.7 kg/m2. These results support advancement to the next phase of development, including pre-feasibility and environmental studies prior to a license application for mineral harvesting. An initial assessment for CIC’s license area supports disclosure of an inferred mineral resource of 1.95 billion tonnes of polymetallic nodules with an abundance of 19.9 kg/m2 in an area that is expected to be 5-6 times the size of Moana-1. The Cook Islands’ established regulatory framework, including Seabed Minerals Act 2019 and Seabed Minerals Harvesting Regulations 2024, provides a clear, nationally governed pathway for responsible resource development within its exclusive economic zone.
Transaction Details
The Transaction values the combined company at a pro-forma equity value of approximately $1 billion. Prior to and in connection with the Transaction, AOMC has raised and secured equity commitments totaling more than $230 million from institutional and strategic investors, consisting of a private placement of more than $150 million and a $75 million pre-public financing.
Prior to closing the Transaction, Odyssey intends to divest its Mexican phosphate asset, PHOSAGMEX, non-core to the combined company, in a transaction expected to preserve potential value for the benefit of pre-closing shareholders of Odyssey. This divestiture is expected to remove approximately $60 million of related liabilities from the Odyssey balance sheet. Following the Transaction and divestiture close, the combined company expects to have more than $175 million in cash available to advance exploration programs across its portfolio.
The Transaction is structured as an all-stock merger, pursuant to which AOMC’s outstanding common stock and warrants will be exchanged for Odyssey’s common stock and warrants. Prior to the merger, Odyssey intends to effect a 25-for-1 reverse stock split of its common stock. Before the effect of the reverse stock split, the total number of shares of common stock outstanding of the combined company is expected to be approximately 921 million upon closing of the transaction.
The merger agreement has been unanimously approved by the boards of directors of both companies, as well as Odyssey’s special transaction committee, and is expected to close in late second quarter or early third quarter of 2026, subject to customary regulatory and shareholder approvals. In connection with the transaction, Odyssey and AOMC have entered into voting agreements with certain significant Odyssey shareholders, accounting for approximately 30% of Odyssey shares of common stock outstanding, pursuant to which such shareholders have agreed to vote in favor of the Transaction.
Advisors
Citigroup Global Markets Inc. (“Citi”) and Cantor Fitzgerald & Co. (“Cantor”) are serving as Capital Markets Advisors for AOMC and served as Joint Private Placement Agents with respect to AOMC’s private placement financing. Cassels Brock & Blackwell LLP and Gibson, Dunn & Crutcher LLP are serving as legal advisors to AOMC in connection with the Transaction. Teneo is serving as strategic communications advisor to AOMC.
Latham & Watkins LLP is serving as counsel to Citi and Cantor.
Moelis & Company LLC is serving as exclusive financial advisor and Allen Overy Shearman Sterling US LLP is serving as legal advisor to Odyssey’s special transaction committee in connection with the Transaction. Akerman LLP is legal advisor to Odyssey. Grant Thornton LLP is Odyssey’s independent public accounting firm.
Conference Call Information
AOMC and Odyssey will hold an investor conference call to discuss the Transaction on Monday, April 13th at 10:00 A.M. ET. Please register for the conference call at the link here: https://www.netroadshow.com/events/login/LE9zwo3gJpib4vGK34Yz8XU6QxJXdkGr7sn
About American Ocean Minerals Corporation
American Ocean Minerals Corporation is establishing a U.S.-controlled global supply chain for critical minerals and rare earth elements sourced from polymetallic nodules. To learn more, please visit www.aomusa.com.
About Odyssey Marine Exploration
Odyssey Marine Exploration, Inc. is an ocean exploration and marine resource development leader with more than 30 years of experience operating in complex offshore environments worldwide. Odyssey is building a diversified portfolio of projects that focus on seafloor mineral resources that can contribute practical solutions to global challenges, including food security, energy transition, and supply-chain resilience.
Offering comprehensive research, marine operations, and regulatory compliance support, Odyssey works with governments and seafloor rights holders worldwide. Odyssey develops its projects in collaboration with a global network of partners, academics, and industry professionals who share its commitment to environmentally sound solutions for obtaining minerals that address present and future global challenges. Learn more at www.odysseymarine.com.
About OML and CIC
Ocean Minerals, LLC, through its wholly owned subsidiary Moana Minerals Ltd, is a deepwater critical minerals exploration and development company focused on advancing polymetallic nodule resources within the exclusive economic zone of the Cook Islands. In August 2025, a U.S. SEC S-K 1300 Initial Assessment reported an indicated mineral resource of 417 million tonnes with an abundance of 26.7 kg/m2 as well as an inferred mineral resource of 102 million tonnes with an abundance of 26 kg/m2. Through its subsidiary, Moana Minerals Ltd., OML holds an exploration license granted by the Cook Islands Seabed Minerals Authority. Upon completion of the Transactions described herein and including AOMC and Odyssey’s existing interests in OML, AOMC is expected to hold approximately 80% to 100% of the membership interests of OML. Learn more at www.moanaminerals.com.
CIC Limited is a privately held Cook Islands company focused on addressing challenges in the critical minerals supply chain through the development of ocean mineral resources. CIC was granted a mineral exploration license that covers an area of ~200,000 square kilometers in the Cook Islands’ exclusive economic zone. In December 2025, an SEC S-K 1300 Initial Assessment reported an inferred mineral resource of 1.95 billion tonnes of nodules with an abundance of 19.9 kg/m2 prior to planned relinquishment. AOMC expects to hold equity and financial instruments representing approximately 48% ownership interest with options to increase ownership in CIC to approximately 95% at AOMC’s sole discretion, inclusive of AOMC and Odyssey’s existing interests, upon completion of the Transaction and subject to regulatory approval in the Cook Islands. Learn more at www.cic.co.ck.
Additional Information and Where to Find It
Odyssey intends to file with the Securities and Exchange Commission (“SEC”) Registration Statement on Form S-4 in connection with the Transaction. This communication is neither an offer to purchase nor a solicitation of an offer to sell securities of Odyssey, nor is it a substitute for any offer materials that Odyssey will file with the SEC. Shareholders of Odyssey should read the above referenced documents and materials carefully when such documents and materials become available, as well as other documents filed with the SEC, because they will contain important information about the Transaction. Odyssey may not exchange the securities to be referenced in the preliminary prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. Shareholders of AOMC may obtain free copies of these documents and materials, any amendments or supplements thereto and other documents containing important information about Odyssey and the transaction, once such documents and materials are filed with the SEC, through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Odyssey, AOM, and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed Transaction. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 25, 2025, for the 2025 Annual Meeting of Stockholders, Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Odyssey as indicated above.
Forward-Looking Statements
This communication contains forward-looking statements. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” “potential,” “may” and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements.
Such forward-looking statements include those regarding the timing, consummation and anticipated benefits of the Transaction, described herein, estimates of mining resources, projections of future cash or financial position, and the reverse stock split. The experience and results of the Transaction may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals of the transaction are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the Transaction; risks that the proposed Transaction disrupts the current plans or operations of Odyssey or AOMC; the ability to retain and hire key personnel; unexpected costs, charges or expenses resulting from the Transaction; potential adverse reactions or changes to relationships resulting from the announcement or completion of the Transaction; the ability to achieve the synergies expected from the transaction; ability to commercially extract mineral deposits after the Transaction; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects); uncertainty about the ability to obtain required capital to execute business plans; changes in the market prices of minerals; uncertainty around whether and when regulatory and other approvals for the Transaction will be received or the listing or exploration licensing will be obtained; and geopolitical, regulatory and macroeconomic risks in the areas in which Odyssey and AOMC operate. Other factors that might cause such a difference include those discussed in Odyssey’s filings with the SEC, which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the Registration Statement on Form S-4 to be filed in connection with the proposed Transaction. Forward-looking statements included in this communication are made only as of the date hereof and no person is under any obligation to publicly update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the Transaction.
Resource Estimates
The resource estimates reported in this press release were prepared in accordance with the requirements of the U.S. Securities and Exchange Commission under Subpart 1300 of Regulation S-K (“S-K 1300”)1. Four reports are referenced:
| • | Moana Minerals Ltd. EL3 – Prepared by RSC Consulting Ltd. – Effective Date August 1st, 2025. |
| • | CIC Ltd EL1 – Prepared by RSC Consulting Ltd. – Effective Date December 31st, 2025 |
| • | American Ocean Minerals Corp AOM Area-1 – Prepared by WYCO Mineral Advisors – Effective Date February 9th, 2026 |
| • | American Ocean Minerals Corp AOM Area-2 – Prepared by WYCO Mineral Advisors – Effective Date February 12th, 2026 |
Contacts
Teneo
AOMC@teneo.com
Odyssey Marine Exploration, Inc.
media@odysseymarine.com
| 1 | Subject to the completion of the merger with Odyssey Marine Exploration, Inc., concurrent PIPE, and acquisitions of relevant licenses, AOMC is expected to own (i) a ~48% interest in CIC with an option to increase ownership to approximately 95% at AOMC’s sole discretion, (ii) approximately 80-100% of the membership interests of OML, and (iii) a 100% interest in both AOM Area-1 LLC and AOM Area-2 LLC, which are wholly owned subsidiaries of AOMC. |
###
Exhibit 99.2 American Ocean Minerals Corporation A Merger with Odyssey Marine Exploration (NASDAQ: OMEX) A Responsible Solution for Critical Minerals & Rare Earth Supply Through Fast-Tracked Regulation, an Industry-Leading Team, and Proven Technologies Investor Presentation - 2026
Executive Summary Introduction to American Ocean Minerals Corporation AOM will be a U.S.-controlled platform company focused on securing critical mineral independence via deep-sea resources. Key Investment Highlights Scale & Control: Large and advanced U.S.-controlled deep-sea minerals platform with >500,000 km² of secured and targeted areas across the Cook Islands and U.S. controlled regulatory path. Finance: Oversubscribed $75M pre-public bridge closed February 2026 and $150M+ PIPE financing secured and closing concurrent with the merger transaction. A Multi-Jurisdiction Asset Base: Cook Islands SBMA provides fastest permitting track, U.S. DSHMRA/NOAA pathway reduces risk through diversification. th AOM at a glance Strategic Alignment: On Feb 5 , the U.S. signed a critical minerals support agreement with the Cook Islands, strengthening bilateral support for secure supply chains. >500,000 km² Offshore Precedent: Leverage proven technologies with decades of deepwater offshore precedent in Oil & Gas to Secured and targeted areas across the Cook Islands EEZ and reduce execution risk. U.S. pathways (ABNJ / U.S. EEZ) Clear Path to Approvals: Clear timeline to complete Pre-Feasibility Studies in 2026 for OML harvest area. Ni • Co • Cu • Mn • REEs Single polymetallic feedstock that can be stockpiled cheaply Industry-Leading Team: Experience spanning Lockheed’s nodule program, Ocean Mining Associates, Rio Tinto, and refined flexibly and Navy deep-sea engineering programs. Partners + Scale-up Vision: Strategic partnerships (TransOcean, Bollinger Shipyards, Phoenix International, Royal Boskalis, U.S. workforce programs) and a long-term plan for fleet scale-up plus U.S./allied processing and strategic stockpiles. 2
The AOM Platform A Unified Platform. ‣ Most mature deep-sea harvesting regulations (NASDAQ: OMEX) ‣ Sovereign nation using English Common Law Why Cook Islands ‣ Strong Alliance with the U.S., strategic global position United States Cook Islands ‣ Polymetallic resource, near-zero waste ‣ Abundant source of minerals and rare earths Why Nodules‣ Can be stockpiled and stored at low cost 1 3 target areas (Area-1 & 2 received full 2 active exclusive exploration licenses compliance confirmation) (7 years of development to date) ~293,000 km² (Combined target areas) ~234,000 km² (Combined) ‣ Cost savings and operational efficiencies ‣ Accelerated exploration and licensing processes ~1.4 Billion tonnes of nodules (Inferred) ~2 Billion tonnes of nodules (Inferred) ‣ Optimal logistics for harvesting and processing Why a Platform ~417 Million tonnes of nodules (Indicated) Nickel and Copper dominant Cobalt, Manganese + Rare Earth Elements (REE) rich ‣ Size, scale, and extensive deep-sea experience ‣ Fastest path to market Sovereign U.S. pathway Exclusive Economic Zone (EEZ) provides Why AOM Defined U.S. laws (DSHRMA) clear title ‣ Diversified jurisdictions Presidential mandate Fastest path to harvesting, globally Strong U.S. Government momentum Strong community relations 1 AOM subsidiaries with separate and distinct NOAA application areas, AOM Area-1 application received substantial compliance notification, AOM Area-2 application received substantial compliance notification, AOM Area-3 application submission pending 3
Asset Summary Pro-Forma Company Asset Summary Post-Transaction Assets What it is Post-Transaction ownership Detail Cook Islands EEZ AOM option to increase ownership above 50% at CIC LTD (CIC) ~48% licensee AOM’s sole discretion. Ocean Minerals LLC (OML) & Cook Islands EEZ AOM ownership of approximately 80-100% of the 80-100% Moana Minerals LLC (MML) licensee membership interests. AOM Area-1 LLC, AOM Area-2 AOM wholly owned 100% AOM operated license areas. LLC, AOM Area-3 LLC subsidiaries Definitive agreements have been signed; Option to acquire additional equity subject to SBMA approval, and completion of transactions. Illustrates post-transaction projected ownership structure on an as-converted basis and anticipated exchange agreements and as-if converted instruments. Cook Islands areas subject to relinquishing space over time as mine plan is 4 established
Target: Odyssey Marine Exploration Overview Who is Odyssey Marine Exploration? (NASDAQ: OMEX) 30+ years of deep ocean exploration innovation ● Established U.S. deep-ocean operator with more than 30 years of experience executing complex offshore exploration programs at full ocean depth. 1994-2011: Founded by Greg Stemm & John Morris • Pioneered deepwater ● Proven execution record across jurisdictions, with demonstrated capability to ROV recovery (to 4,700m) Shipwreck Era operate under rigorous regulatory, environmental, and sovereign oversight using advanced subsea systems and robotics. ● Focused on critical minerals for the future, including polymetallic nodules in the 2009 - 2011: Pivoted from shipwrecks to critical minerals • Built global Cook Islands and subsea phosphate at PHOSAGMEX to support energy transition prospectivity program Strategic Pivot and global food security. ● Key Investors*: Two Seas Capital (9.9%), Greywolf Capital Management (9.3%) (1) and Capital Latinoamericano (11.6%) Built positions in Cook Islands, Mexico, PNG & U.S. 2010-2024: • Won NAFTA arbitration Mark D. Gordon Asset Building Chairman & CEO • Heavy Mineral Sands lease request (BOEM) Seasoned executive with corporate finance and strategy background. Orchestrated survival strategy during Mexico litigation. Secured litigation funding and navigated debt restructuring, proven financial acumen and 2025: Eliminated $20M debt through equity conversion. Secured shareholder commitment. $8M+ funding through option exercises. Clean Slate John D. Longley President & COO CIC: ~13.4% Senior executive with extensive experience in business partnerships, 3 subsea project execution, and marine logistics. He has played a central role OML: ~7% Today* in planning and delivering complex programs across multiple jurisdictions, Unique Assets PHOSAGMEX: 39.1% supporting Odyssey's transition toward critical minerals development. 5 (1) Includes holding by its affiliate Promontora de Inversiones CapLat Espana S.L. * As of December 31, 2025.
Transaction Summary Transaction Summary A clear funding roadmap, bridge completed, PIPE and Merger backed by top tier financial partners to accelerate commercialization. (1) Bridge Bridge Funding Public Listing $75M $75M Merger PIPE 11% $150M+ Q2/Early Q3 Public Merger Completed 15% AOM & OMEX 2 3 1 ~$750M 74% Signed PIPE Funding $150M+ ~$1BN Post-Money Equity Capitalization (1) Bridge equity contribution calculated as $75M that is convertible at a 25% discount to the merger price + 8% mandatory PIK 1-year interest 6
Transaction Timeline Completed Bridge financing closed. Transaction Completion of S-K 1300 technical reports. Completed Timeline: Signing Completed Sign merger agreement and PIPE / announce merger and PIPE. to Public Trading Within 30 Days File S-4. ● Clear path to public trading of Signing ● Transaction structured to minimize market and timing uncertainty Prior to Effect a reverse stock split. Closing Late Q2 / S-4 effective, vote & close merger, PIPE funds. Early Q3 PFS and PEA reports, processing partnership(s), product development, NOAA full compliance notices, exploitation Upcoming license submittals, bulk sample campaigns, vessel acquisition and more. Illustrative timeline; subject to regulatory review, and customary closing conditions Assumes no SEC review of the 7 proxy statement/S-4; SEC review may extend timing
The Team Global Leaders in Deep-Sea Operations, Mining, Processing and Capital Markets Tom Albanese Mark Justh Tom Dettweiler, M.S. Charles Morgan, Ph.D. Chairman Chief Executive Officer President Chief Geologist AOM unites elite deep-sea pioneers: Lockheed, Ocean Mining Associates and early nodule- program engineers, Woods Hole and Cousteau veterans, and classified recovery specialists for lost nuclear subs and aircraft. Together, we have funded and led a historic volume of deep-ocean commodity and recovery missions. Engagement directly with former NOAA, Lockheed, WHOI, and ISA experts eliminates consulting firm markups, cuts costs, and accelerates timelines. Mike Rowe Laura Azevedo, Ph.D. David Weight Jeffrey Reidenauer, PhD. Special Advisor Chief Science Officer Processing Advisor Regulatory Advisor Illustrates post-transaction combined company team members, subject to employment agreements to be negotiated 8
The Team Continued Supported by Veteran Directors and Best-In-Class Advisors Philip Plough Dilshad Kasmani, Cmdr. Mark Luther, Ph.D. Brett Ryckman William Scripps Director Director Director Director Director Ian Koblick Ted Brockett, M.S. Andrew Smart, AFA Michael Barnett, M.S. John C. Wiltshire, Ph.D. Craig Mullen Environmental Advisor Technical Advisor Advisor Ocean Science Advisor Marine Protection Technical Advisor 9 Illustrates post-transaction combined company team members, subject to agreements to be negotiated Special Advisors Board of Directors
The Critical Opportunity U.S. and allies need to secure minerals domestically.
The Problem Our Nation's Supply Chain is a National Security Threat Various critical industrial needs are constrained by a near-total dependence on imported critical minerals, all transpiring amidst record demand. China is the leading refiner for 19 of 20 key strategic minerals, with around 1 70% of global refining capacity on average and >90% for rare earths. The U.S. imports 100% of its manganese, 76% of its cobalt, 50% of its 2 copper, 48% of its nickel, and 80% of its rare earths. U.S. allies (Europe, Japan, Korea) are also exposed to the same supply chain 1 chokepoint, as they depend on China for refining battery materials. Our Nation's undue reliance on critical minerals from foreign adversaries constitutes an unusual and extraordinary threat to the national security, foreign policy, and economy of the United States.” — President Donald J. Trump (POTUS) Executive Order 13953 “Addressing the Threat to the Domestic Supply Chain from Reliance on Critical Minerals from Foreign Adversaries.” 1 2 IEA Global Critical Minerals Outlook 2025; USGS Mineral Commodity Summaries 2025; Executive Order 13953 11
The Problem 1 A $300+ Billion Market Exceeding Terrestrial Mining Capability Global demand would require an unattainable surge in new terrestrial land mines; permitting delays, declining grades, and environmental and social impacts make it unrealistic. Terrestrial Mining Deep-Sea Mineral Harvesting Speed to 10+ years to permit and build; high Modular retrofitted vessels enable scale with Market delay/cancellation risk. predictable permit timelines in CI. Ore & product Single-metal deposits, declining grades; One rock, many critical minerals and REEs, from a mix separate mines for Ni, Co, Cu, Mn. single resource/flowsheet. Control Often subject to unstable regimes. CI EEZ provides assurance of clear title. Efficiency Overburden and toxic tailings dams No overburden nodules are nearly 100% usable ore. impact communities, increase costs and risks. Impact Deforestation, blasting, tailings dams, No drilling or blasting, no tailings dams or impacted 2 heavy water use, community and labor communities; and up to ~93% lower life-cycle CO /t. 2 risk. Investment Each is a infrastructure project with local Repeatable “floating extraction vessel” units lowers power generation, roads, rail, equipment capex, opex, and execution risk. and buildings with no use post-mining. Capital High upfront capital due to heavy Modular capital investments dependent on infrastructure requirement. company-controlled ramp-up 1 IEA Global Critical Minerals Market Review 2023; Benchmark Mineral Intelligence Supply Chain Data; 2 The 12 Role of Critical Minerals in Clean Energy Transitions Benchmark Mineral Intelligence as of November 2024
Why Now America’s Declaration of Mineral Independence Policy momentum, demand shock, and geopolitical risk have converged. AOM is a scalable U.S. controlled global solution for critical mineral and rare earth shortages. Regulatory Clarity Proven Technology Surging Demand Supply Chain Chokepoint China dominates critical mineral 1 Research has established multiple Demand is projected to double by Executive order fast-tracks and rare earth supply. The U.S. methods to viably extract and 2030 and triple by 2050. It is not permitting in U.S. EEZ’s and non- and its allies are dependent on an process nodules with minimal feasible for terrestrial mining to conflicted international waters. international supply impact and low footprint. scale in line with projected Cook Islands is the most mature 2 chain/production. demand. path and provides clear title. We see supply chain security, especially for critical minerals, as a structural investment theme. Policymakers are rewriting the rules of global trade. — BlackRock Investment Institute 1 Unleashing America's Offshore Critical Minerals and Resources Executive Order 14285; 2 International Energy Agency (IEA) (2025) Global Critical Minerals Outlook 2025 13
The Nodule Advantage 34 Critical Minerals and Rare Earth Elements: One Remarkable Rock Polymetallic nodules can provide billions of tonnes of high-grade minerals and rare earths, supplying the U.S. economy for decades with no foreign dependence and no drilling or blasting. Nodules sit unattached on the seabed, allowing for harvesting with zero drilling or blasting and ~90% lower lifecycle emissions. A vast resource of over 6 billion tonnes of nodules identified in the Cook Islands 2 EEZ and 21 billion tonnes in the Clarion Clipperton Zone. The U.S. Government, Lockheed, and others have extensively studied these nodule fields for 40+ years.³ Tonnes Content 15 - 35% 0.1 - 0.8% 0.8 - 1.6% 0.4 - 1.2% 0.8 - 1.4% Clarion Clipperton Zone 21 Billion High Nickel, Copper⁴ Cook Islands EEZ 6-7 Billion High Cobalt, REE, Manganese⁵ Japan EEZ N/A High REE⁶ Titanium Manganese Cobalt Nickel Copper 9 ⁸ Indian Ocean 380 Million Low Copper⁷ ¹ World Ocean Review; Global Change Biology 2024; ² Cook Islands SMS 2023; ISA Resource Models and Factsheets; ³ NOAA 1995; ⁴ ISA Resource Models and Factsheets; Hein 2013; ISA 2024; ⁵ Cook Islands SMS 2023; Moana Minerals; ⁶ Japan Minamitorishima Studies; ⁷ India CIOB Estimate; ⁸ USGS 2025; World Ocean Review; Hein 2013; ISA 2024, 14 9 Image sourced from TMC website.
The Environmental Advantage Advantages of Harvesting Sea Nodules over Terrestrial Mining Harvesting seafloor nodules avoids land mining’s damage; no deforestation, toxic tailings, child labor, population displacement, and lower life-cycle emissions per ton of metal.¹ ¹ Reduced Environmental impact, by limiting reliance on land-based mines, which can contribute to coastal pollution, habitat destruction, and biodiversity loss.² Avoids community displacement, inhumane work conditions and the use of harmful practices common in terrestrial mining.³ By some estimates, nodules are nearly 100% usable ore and up to 93% lower life cycle CO2 emissions compared to land-based mining.⁴ “Done responsibly, deep-sea nodule mining could provide critical resources with significantly less biodiversity impact than some of the world’s most destructive land-based mining.” ⁵ — Prof. Laurie Menviel, University of New South Wales ¹ Where Should Metals for the Green Transition Come From 2020; ² Global Change Biology 2024; ³ Human and Social Dimensions of Deep Sea Mining 2024; ⁴ Life Cycle Climate Change Impacts of Producing Battery Metals 2020; ⁵ Global Change Biology 2024 15
The Regulatory Unlock U.S. Executive Order & U.S.–Cook Islands Agreement A sovereign U.S. path and an allied Pacific lane create the fastest routes to responsibly supply critical minerals and rare earths from the deep sea. Apr '25: “Unleashing America’s Offshore Critical Minerals and Resources” E.O. Fast-tracks licensing under DSHMRA with full U.S. jurisdiction; AOM subsidiaries submitted applications for NOAA exploration licenses in September 2025 and November 2025.¹ U.S.–Cook Islands minerals cooperation (Aug ’25): Formal pact opens an allied pathway in the Cook Islands EEZ, home to the highest-abundance nodule fields, creating the fastest near-term route to harvesting and diversified supply.² AOM advantage: Diversified plan; U.S. + Cook Islands, along with available domestic support tools (DPA, DFC, EXIM, TDA) lowers risk and accelerates time-to-production. “A strong America cannot be dependent on imports from foreign adversaries for the critical minerals that are increasingly necessary to maintain our economic and military strength in the 21st century.” ³ — President Donald J. Trump (Executive Order) ¹ Executive Order 14285; NOAA Deep Seabed Mining Revisions Proposed Rule 2025; Deep Seabed Hard Mineral Resources Act; ² U.S. Cook Islands Joint Statement 2025; ³ Executive Order 13953 16
U.S. Controlled Ocean Minerals Supply Chain Strategic Geographic Approach to Harvesting and Processing ● Nodules will be harvested from the Cook Islands, Clarion-Clipperton Zone and other strategic global resources. ● In conjunction with Thompson Engineering, the development of a U.S. Offloading and Processing transhipment port in American Samoa will enable efficient logistics. Clarion–Clipperton zone Transhipment to ● Processing planned to occur on the Processing U.S. Gulf Coast and select strategic Indonesia partners. ● Processing optimization expected to use existing facilities and flow sheets and select emerging AOM’s U.S. Exploration License Application Area-1 technologies. ● AOM intends to build the world's first greenfield nodule plant in the U.S. AOM will have ownership interests in the two Cook after a second harvesting ship is Islands companies that hold exploration licences in the activated. EEZ, as well as an AOM licence area outside the EEZ. 17
AOM’s U.S. Controlled Global Supply Chain A solution for U.S. and allied nations Fastest path: Cook Islands + U.S. permits. critical mineral independence Proven tech creates speed, scale, and cost advantage.
The AOM Solution Vision: +$7B invested over a decade, a multi-ship harvesting fleet, and a U.S. controlled global supply chain. This vision funds the industrial-scale harvesting and refining of polymetallic nodules, establishing a secure, end-to-end, U.S.-controlled global supply chain of critical minerals and rare earths for the U.S. and its allies. Deploy a fleet of U.S.-built vessels by 2035 A fleet of domestically retrofitted ships operating in U.S. license areas and allied EEZs. >3.3B 450 Years Inferred Tonnes Start with toll processing, expand to vertical integration Team’s combined deep-sea Polymetallic Nodules across Phased plan expands with joint ventures, and culminates in facilities domestic and abroad. experience and track record secured and target areas America-first supply Powered by a renowned team, the most advanced regulatory path, and a partner network 5 >500,000 built to deliver the critical minerals and rare earths needed by America and its allies. Harvest Areas Square Kilometers We are laser-focused on bringing critical mineral and rare earth manufacturing back home, Providing mineral and ensuring America's supply chain is strong, secure and perfectly reliable. Secured + target areas regulatory diversity — Howard Lutnick, Secretary of Commerce 19
The Combined Assets AOM Platform Will Create Speed, Scale, and Cost Advantages AOM secured the fastest path to harvesting via the Cook Islands, and an expedited U.S. regulatory process to support a development strategy providing mineralogy and regulatory diversity. ● Offshore operations Compared to 2 3 ● Environmental U.S. Permitted Cook Islands TOTAL 1 Largest Peer AOM ● Resource assessments ● Processing >290k km² Square Kilometers ~293,000 ~234,000 >500,000 225,145 ● Gov’t relations Secured and ● Finance Target Areas Tonnes of Nodules 1.43B 2.05B 1.2B 3.48B ● Logistics ● Facilities Special Attributes Nickel Cobalt and REE Nickel, Cobalt and REE Nickel ● Equipment ● Vessels TMC has applied for exploration and exploitation areas inclusive in the Sq KM above; 2 AOM exploration license applications submitted and the third is a work in progress. AOM U.S. Secured and Target Areas Large portfolio planned under U.S. regulatory path; AOM-1 and AOM-2 achieved full compliance and are in the certification stage, AOM-3 application is pending submission, Moana Minerals CIC fast-tracking the sovereign path. 23k km² 212k km² Cook Islands Portfolio (CIC + OML) Exclusive licensed exploration areas with cobalt and rare-earth mineralogy and among the highest nodule abundances globally. 1 AOM Internal Estimate 2025; Technical Report Summary of Pre Feasibility Study of, NORI Area D, Clarion 2 Clipperton Zone, TMC the metals company Inc. S-K 1300 TRS For AOM Area-1, S-K 1300 TRS For AOM Area-2; 3 S-K 1300 TRS For OML Cook Islands, S-K 1300 TRS For CIC Cook Islands 20
Cook Islands License Footprint Two out of Three Cook Island Exclusive Permit Areas Includes ~234,000 km² of Cook Islands EEZ exploration licenses under the Seabed Minerals Authority (SBMA) an aligned, regulations-in-force pathway offering the fastest track to commercial harvesting. Post-Transaction Ownership Combined Tonnage Estimate Investments and options provide AOM with immediate equity positions and a Total Nodules 2,244,000,000 clear route to expand ownership at AOM’s discretion. Manganese 347,185,500 Cobalt 10,151,228 Nickel 7,186,081 Copper 4,031,995 Titanium 26,048,399 Vanadium 1,287,722 Status: SBMA exploration license Status: SBMA exploration license Chromium 74,144 1 License area: 211,545 km². 1 Zinc 1,159,510 License area: 23,630 km². Zirconium 1,447,690 Ownership: ~48%; option to acquire >50% Ownership: ~80-100% Niobium 243,251 Summary: S-K 1300 Compliant report by RSC Molybdenum 127,368 Summary: S-K 1300 Compliant report by RSC (Feb 2026). Polymetallic nodule estimate: Tantalum 6,901 (Aug 2025). Polymetallic nodule estimates: 1,950 Mt Inferred (13 kg/m² cut-off grade) Tungsten 123,743 417 Mt Indicated, 102 Mt Inferred (12.5 Rare Earths + Yttrium 5,011,883 kg/m² cut-off grade) Praseodymium 106,085 Neodymium 437,315 JORC Resource Assessment (Indicated + Inferred); Hein et al.; USGS; Not ranked collectively. Not 1 calculated in accordance with S-K 1300. U.S. Investors are cautioned not to put undue reliance on JORC License area size subject to reduction based on relinquishment post exploration selection; Moana Minerals Ltd is a Resources as they may materially differ from estimates calculated under S-K 1300. wholly owned subsidiary of Ocean Minerals Ltd. “OML”; Combined resource estimate tonnage not fully inclusive of all minerals or rare earths; MML MOANA-1 PEA-Scoping Updated Document Feb 21 2025 21
Why the Cook Islands The Most Advanced Deep Sea Regulatory Program, Globally The Cook Islands Exclusive Economic Zone (EEZ), contains ~6.7 Billion tons of Nodules, is the largest undersea mineral resource in an EEZ, and has nearly 3 decades of research and program development.¹ ● 2,000,000 sq km EEZ, enables clear title, larger land area than Alaska.¹ ● Strategically located; airstrips and ports built by the U.S. during WWII. ● Supportive indigenous stakeholders and an advanced regulatory regime. ● Mature legal system based on Crown Law, virtually no crime, poverty or corruption.² ● Recognized as sovereign by the U.S. in 2023.³ ● Freely associated with New Zealand (NZ), retaining NZ citizenship and passports.⁴ ● Administration identified commercialization as critical to their 2030 vision. 2 3 ¹ Cook Islands EEZ Resource Estimate 2023; 2023; UNODC Anti Corruption Review; US Recognition of Cook 4 Islands 2023; Cook Islands Seabed Minerals Act 2019 22
Path to Commercialization Current Status of Projects We believe we have an accelerated path to production. Polymetallic Nodules Estimated Months to Harvesting License/Permit Definitive Resource feasibility study Harvesting OML statement published 18-26 permit obtained (Areas 1 & 2) published Environmental approval/permit CIC 20-28 (Area 3) issuance Offshore EIS and pre- exploration to AOM Areas Secured 30-36 feasibility study validate mineral rights produced resources and environmental data Prospecting Project De-Risking 23 Estimated timelines will vary depending on a variety of Risk Factors, including as detailed herein Value
Harvesting Technology The riser lift system is proven vertical transport at deepwater scale ● Riser lift is proven, industry-standard deepwater technology. ● Continuous lift delivers predictable throughput and uptime. ● Validated in nodule pilot tests ● OML has advanced engineering diligence with TransOcean and GSR for complete build-out. ● Standard components (pipe, pumps, dewatering) reduce scaling risk. Not a science project. Riser lift has decades of offshore precedent and is proven at deepwater scale, reducing uncertainty and accelerating time to first production. AOM Internal, 2025, (Based on historical deep-sea tech like those in RSC report, 2021) 24
Processing Plan Processing Will Advance from Toll to Vertical Operations Initial low capex processing path starts with tolling in U.S. and allied plants, then selectively invests and verticalizes once technologies are optimized and proven at scale. INITIAL Stockpiling ● Brownfield first: Initial processing uses existing allied Nodule Collection PROCESSING (US and Allied Nations) facilities to minimize upfront capex, accelerate timelines, and validate flowsheets. PRIMARY ● Greenfield endgame: The long-term plan is a purpose- Primary Extraction FLOW built U.S. and allied processing center delivering full vertical integration, margin capture, and strategic control of supply. REFINING Mn/Ni/Co/Cu Intermediates REE Concentrate/Intermediates INTERMEDIATES ● Flexible logistics: American Samoa is an optional transshipment hub to improve efficiency, storage, and U.S. alignment. REFINING END High Purity Mn/Ni/Co/Cu Products Rare Earth Oxides/Metals PRODUCTS ● Strategic stockpiling: U.S. and allied stockpiles decouple harvesting from processing capacity and support supply security, timing flexibility, and government demand. Partnerships pending 25
Strategic Stockpiling Initiative Plan for Critical Mineral Stockpiles Stockpiling aligns with Executive Order 14285 authorizing a strategic reserve of deep-sea critical minerals, identifying polymetallic nodules as a key resource for reducing supply chain dependence¹ Strategic Advantage: Nodules are a high-grade, abundant, natural raw material. Stockpiling nodules is physically efficient, low-cost and non- hazardous, making them ideal for long-term storage at U.S. sites, without degradation or high costs to maintain.² The Multi-Metal Unit: Nodules provide a consolidated reserve of multiple critical raw materials in a single ore source. A single inventory supports readiness for defense, AI, aerospace alloys, batteries, IT, electronics, hard metals, catalysts, construction as well as other critical military and civilian applications.³ Processing Flexibility: Storing nodules rather than minerals gives optionality. Knowing future requirements today is not necessary as the nodules can be refined to serve the industrial base demands at the appropriate moment.³ ¹ Executive Order 14285. ² Reuters report Apr 12 2025. ³ AOM Internal Materials 26
Building Ships in U.S. 75 years Supporting the Nation’s Most Critical Missions With military-grade precision and U.S. shipbuilding strength, AOM and Bollinger have executed an MOU to construct the infrastructure unlocking strategic seabed resources, on American terms. Trusted by U.S. Government Agencies Bollinger has delivered more than 170 vessels to the U.S. Coast Guard and continues to serve as a key supplier to the U.S. Navy and Department of Homeland Security. Made in America All vessels designated for U.S. conversion by a workforce of >3,000 skilled American tradespeople. Proven Industrial Scale Operates 14 shipyards across Florida, Louisiana and Mississippi, supporting both commercial and military maritime programs. Workforce & Economic Impact A major employer in the Gulf region, contributing to U.S. industrial base resilience and job creation. Bollinger Shipyards (Company Data), 2025, https://www.bollingershipyards.com/ The information on this website is not incorporated by reference into this presentation. 27 MOU signed Aug 2025
Strategic Partnership: Phoenix International Engineering the Backbone of America’s Deep-Sea System Phoenix will co-engineer AOM’s harvesting system, lead full-scale testing, mobilize U.S. crews, and invest alongside AOM to anchor a durable, long-term partnership. Navy-Proven Subsea Partner Leads top secret and critical mission recoveries for the U.S. military, a trusted and proven provider for over 25 years. U.S.-Based Team Operating from eight U.S. facilities across East, Gulf, and West Coasts, Phoenix supports Navy submarine rescue and salvage on call. 6,000-Meter Engineering Deep sea expertise de-risks AOM’s collector and lift systems via Phoenix’s design and extreme-depth engineering. Phoenix International 2025, https://www.phnx-international.com/ The information on this website is not incorporated by reference into this presentation. 28 MOU signed September 2025
American Workforce Development America's Deep-Sea Industry Will Create Thousands of New Jobs In collaboration with AOM special advisor, Mike Rowe, and the mikeroweWORKS Foundation along with SailFuture, we are planning to develop a multi-generational pool of skilled industry professionals. Strategic Workforce Alliance AOM and the mikeroweWORKS Foundation are placing people at the center of America’s next industrial frontier. Job Creation Engine Deep-sea resource development will open thousands of skilled roles in shipbuilding, subsea operations, logistics, maintenance, and environmental monitoring. Talent Pipeline Joint programs reach students in grades 8 to 10 and mid-career workers, delivering hands-on training and industry credentials. Nation-Building Plan Regional centers of excellence and clear credential pathways will sustain a 50-year stream of American talent. Domestic-First Impact The partnership restores dignity, purpose, and opportunity to workers while powering a new ocean industry. 29
Vessel Economics Illustrative Vessel-Level Economics We plan to deploy a fleet of vessels over the next decade, scaling production across permitted areas in alignment with offtake agreements, market demand, and evolving geopolitical priorities. (2) Metric Focus Area 1 Ship 10 Ships (1) Vessel level Net Income Not available Critical Minerals (metric tons) (1) Vessel level EBITDA > $450M 8,400 83,996 Cobalt Area Mined Per Vessel ~3,000 – 4,000 Square Kilometers over 20 yrs 267,415 2,674,152 Manganese Annual vessel production 1.2-2.3 Million dry tonnes / yr 4,628 46,283 Nickel Mineral Value (Per Tonne) $525 - $1,000 26 257 Copper 323,984 3,239,838 Iron 25,713 257,130 Titanium 3,086 30,856 REE (1) Net income is the comparable GAAP measure for the non-GAAP measure EBITDA. No reconciliation of EBITDA to net income is provided because such reconciliation is not available without unreasonable efforts. EBITDA is calculated as net income before interest, taxes, depreciation and amortization. (2) Critical mineral tonnage calculation based off abundancy and grade of nodules expected to be recovered in the Cook Islands 30
Conclusion Investing in America's Economic and National Security Seabed minerals give the U.S. a way to break foreign dependence for the critical materials needed across AI, national security, energy, and advanced industry. ● America-first platform; ship builders, ports, operators, processors, team. ● Fastest path to market and large exclusive area. ● Regulatory and mineralogy diversity. ● Industry's most experienced team. ● Simple, modular technology lowers operational risk and speeds deployment. ● Low-impact methods ensure responsible recovery with minimal disruption. As the United States takes the lead in establishing a new deep-sea mineral harvesting industry, AOM stands ready as a fully equipped early mover, with the team, technology, partnerships, and regulatory path to begin responsibly unlocking this critical resource. -Mark Justh, Chief Executive Officer, AOM 31
America's Responsible Ocean Company Media Contact: Investors Contact: media@aomusa.com investors@aomusa.com Investor Deck • 2026
Disclosures Disclosures This presentation has been prepared jointly by Odyssey Mineral Exploration Inc. (“Odyssey”) and American Ocean Minerals Corporation (“AOM”). Unless otherwise noted or the context indicates otherwise, references in this presentation to the “Company,” “American Ocean Minerals Corp.,” “we,” “us” and “our” collectively refer to the combined company comprised of Odyssey and AOM and their respective subsidiaries following the proposed merger described herein (the “Proposed Transaction”). The information contained in this presentation has been prepared by the Odyssey and AOM and contains confidential information pertaining to their business and operations. The information contained in this presentation (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all of the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, and (c) is not to be considered as a recommendation by Odyssey and AOM or any other person on behalf of Odyssey and AOM that any person make an investment in Odyssey and AOM. Odyssey and AOM is under no obligation to update any information included in this presentation. Readers should carefully read and consider the risk factors described or referenced under the headings “Forward-Looking Information” and “Risk Factors”, in this presentation. This presentation is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any other person. Any forwarding, distribution or reproduction of this presentation in whole or in part is unauthorized. By accepting and reviewing this presentation, you acknowledge and agree (i) to maintain the confidentiality of this presentation and the information contained herein, (ii) to protect such information in the same manner you protect your own confidential information, which shall be at least a reasonable standard of care, and (iii) to not utilize any of the information contained herein except to assist with your evaluation of a potential investment in the Company. No representation or warranty (whether express or implied) is made by Odyssey and AOM or any of their respective directors, officers, affiliates, advisors or employees as to the accuracy, completeness or reasonableness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this presentation or provided in connection with it, or any omission from this presentation. Neither Odyssey, AOM nor their respective directors, officers, affiliates, advisors and employees accept any responsibility or liability to you or to any other person or entity arising out of this presentation. Odyssey and AOM expressly disclaim any responsibility for the readers’ reliance on this presentation. This presentation is provided for informational purposes only and may not contain certain material information about the Company, including important disclosures and risk factors associated with an investment in the Company. This information does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. In the event of a subsequent offer to sell or a solicitation of an offer to purchase an interest in the Company, more complete disclosures and the terms and conditions relating to a particular investment will be contained in the offering documents prepared for such offer or solicitation. Before making any investment, prospective investors should thoroughly and carefully review such offering documents with their financial, legal and tax advisors to determine whether an investment is suitable for them. No regulatory authority in the United States (the “U.S.”) has reviewed this presentation or has in any way passed upon the merits of the securities of Odyssey or AOM discussed herein and any representation to the contrary is an offence. Additional Information and Where to Find It In connection with the Proposed Transaction between Odyssey and AOM, Odyssey will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of Odyssey’s common stock to be issued in connection with the Proposed Transaction. The registration statement will include a document that serves as a proxy statement and prospectus of Odyssey (the “proxy statement/prospectus”), and Odyssey will file other documents regarding the Proposed Transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF ODYSSEY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ODYSSEY, AOM, THE PROPOSED TRANSACTION AND RELATED MATTERS. A definitive proxy statement/prospectus will be sent to stockholders of Odyssey when it becomes available. Investors and security holders will be able to obtain copies of the registration statement, the proxy statement/prospectus and other documents containing important information about Odyssey and AOM free of charge from the SEC’s website at www.sec.gov when they become available. The documents filed by Odyssey with the SEC may be obtained free of charge at Odyssey’s website at ir.odysseymarine.com. Participants in the Solicitation: Odyssey, AOM and certain of their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Odyssey’s stockholders with respect to the Proposed Transaction. Information about Odyssey’s directors and executive officers is available in Odyssey’s Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 31, 2026, and its definitive proxy statement for the 2025 annual meeting of shareholders filed with the SEC on April 25, 2025. To the extent holdings of Odyssey’s securities by its directors or executive officers have changed since the amounts set forth in Odyssey’s proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov). Information regarding AOM’s directors and executive officers will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction when such materials become available. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction when such materials become available. Stockholders, potential investors and other readers should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. 33
Disclosures Forward-Looking Statements This communication contains forward-looking statements. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” “potential,” “may” and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. Such forward-looking statements include those regarding the timing, consummation and anticipated benefits of the Proposed Transaction, business plans and operational projections, estimates of mining resources, and projections of future cash or financial position. The experience and results of the Proposed Transaction may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the Proposed Transaction are not satisfied, including the risk that required approvals of the Proposed Transaction are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the Proposed Transaction; risks that the Proposed Transaction disrupts the current plans or operations of Odyssey or AOM; the ability to retain and hire key personnel; unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to relationships resulting from the announcement or completion of the Proposed Transaction; the ability to achieve the synergies expected from the Proposed Transaction; ability to commercially extract mineral deposits after the proposed Transaction; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects); uncertainty about the ability to obtain required capital to execute business plans; changes in the market prices of minerals; uncertainty around whether and when regulatory and other approvals for the Proposed Transaction, the listing or exploration licensing will be obtained; and geopolitical, regulatory and macroeconomic risks in the areas in which Odyssey and AOM operate. Other factors that might cause such a difference include those discussed in Odyssey’s filings with the SEC, which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the S-4 to be filed in connection with the Proposed Transaction. Forward-looking statements included in this communication are made only as of the date hereof and no person is under any obligation to publicly update or revise such forward-looking statements, whether as a result of new information, future events or otherwise. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. THIRD PARTY INFORMATION This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by Odyssey and AOM to be true. Although Odyssey and AOM believe them to be reliable, neither has independently verified any of the data from third party sources referred to in this presentation, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. Neither Odyssey nor AOM makes make any representation as to the accuracy of such information. USE OF NON-GAAP MEASURES This presentation refers to EBITDA, which AOM defines as net income before interest, taxes, depreciation, and amortization. EBITDA is a measure not calculated in accordance with generally accepted accounting principles (a “non-GAAP measure”). EBITDA does not have any standardized meaning prescribed by GAAP and therefore may not be comparable to similar measures presented by other companies. Such non-GAAP measure should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and are not necessarily indicative of net income or cash flows presented under GAAP. Management of AOM believes that this non-GAAP measure provides useful information to investors and others in understanding and evaluating AOM’s operating results and potential future performance. AOM does not provide a reconciliation of EBITDA to the most directly comparable measure, net income, because such reconciliation cannot be presented without unreasonable efforts. 34
Disclosures RISK FACTORS Our business at the present stage involves a high degree of risk and uncertainty. The following risk factors, as well as risks not currently known to us, could materially adversely affect our future business, assets, results of operations, financial condition and prospects, and could cause them to differ materially from the estimates described in forward-looking information relating to us in the presentation. In addition to other information contained in this presentation, readers should carefully consider the following risk factors. Investorsmaylosetheirentireinvestment. An investment in our securities is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in us. We have no history of earnings, limited cash reserves, limited operating history, has not paid dividends, and are unlikely to pay dividends in the immediate or near future. Thereisnopublicmarketforoursecuritiesandthevalueofoursecuritiesmaydecline. We intend for our securities to be listed on the NASDAQ stock exchange after the closing of the merger, but we cannot assure you that the listing of Odyssey will be maintained or that listing will create liquidity in our securities. There can be no assurance (i) that an active market for our securities will develop or be sustained, (ii) as to the ability of our securityholders to sell their securities; or (iii) as to the price at which such securityholders would be able to sell their securities. If such a market were to exist, our securities could trade at prices that may be lower than the purchase price, depending on many factors, including, among other things, our financial performance and outlook. In addition, the market prices for securities of mining exploration companies, in particular, have historically been volatile. Factors beyond our control, such as industry related developments, fluctuations in commodity prices, the results of exploration programs and results, geopolitical events, changes in government regulations, and changes in the market prices of the securities of our competitors may further influence the volatility in the value of our securities. Moreover, if an active public market for our securities does not develop, the liquidity of an investor’s investment in us may be limited and the value of our securities of the Company may decline. The offering price of our securities may not be indicative of fair market value or future market prices. Worldwide securities markets have been experiencing a high level of price and volume volatility and market prices of securities of many companies have experienced unprecedented declines in prices which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Market forces may render it difficult or impossible for us to secure purchasers to purchase our securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested on dispositions of our securities held by them during periods of such market price decline. 35
Disclosures Wearesubjecttorisksassociatedwithvariousproposedmergerandacquisitiontransactions. The success of our business and operations is contingent on the successful completion of the merger and acquisition transactions involving. If appropriate opportunities present themselves, we may acquire companies that we believe are strategic to our business, and other mineral claims and interests in other mineral claims, as applicable. There can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of our business. Future acquisitions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition. Wearesubjecttorisksrelatedtothirdpartyrelationships. We may enter into strategic alliances with third parties that we believe will complement or augment our proposed business, or will have a beneficial impact us. Strategic alliances could present unforeseen integration obstacles or costs, may not enhance our business, and may involve risks that could adversely affect us, including significant amounts of management time that may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that such strategic alliances will achieve the expected benefits to our business or that we will be able to consummate strategic alliances in the future on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. Ourbusinessiscapitalintensive,andwewillberequiredtoraiseadditionalfundsinthefuturetoaccomplishourobjectives.Thisadditionalfinancingmaynotbeavailableonacceptabletermsoratall.Failuretoobtainthisnecessarycapitalwhenneededmayforceusto reduceorterminateouroperations. The advancement of our business plan and operations, including our ability to take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to us, will require further capital and depend on our ability to obtain dilutive and/or non-dilutive financing. The actual amount of capital needed or that we raise for our projects, however, may vary materially from our current estimates. We currently expect that we will raise additional funds to finance our operations. There is no assurance that we will be successful in obtaining the required financing for these or other purposes, including for general working capital, or that any funds raised will be sufficient for the purposes contemplated, which could negatively impact our operating plans, financial results and ability to continue as a going concern. We will not initially have any producing properties and will have no source of significant operating cash flow until we are granted required permits, licenses and contracts, as applicable, and begin commercial production. There is no precedent for projects like ours, and therefore, financing may not be available on acceptable terms or at all. Failure to obtain additional financing on a timely basis could cause us to reduce or terminate our operations. Organizations such as the United Nations Environment Programme Finance Initiative, warn against investing in activities focused on exploitation of deep-sea nodules as a result of the potential environmental impact of the activities. The influence of these groups could negatively impact our operations and ability to raise capital on acceptable terms or at all. If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those they possess prior to such issuances. Additionally, U.S. and global economic uncertainty, higher interest rates and diminished credit availability may limit our ability to incur indebtedness on favorable terms. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Furthermore, the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or an escalation in conflict between Russia and Ukraine, or the ongoing conflict in Israel and Gaza, including any resulting sanctions, export controls or other restrictive actions, could also lead to disruption, instability and volatility in the global markets, which may have an impact on our ability to obtain additional funding. Wemayincurdebtinthefuture,andourabilitytosatisfyourobligationsthereunderremainssubjecttoavarietyoffactors,manyofwhicharenotwithinourcontrol. 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. Should we incur debt, our ability to satisfy any resulting debt obligations and to reduce our level of indebtedness will depend on future performance. General economic conditions, mineral prices, and financial, business and other factors will have an impact on our operations and future performance, and many of these factors are beyond our control. As such, we cannot assure investors that we will be able to generate sufficient cash flow to pay the interest on any debt, or that future working capital, borrowings, or equity financing will be available to pay or refinance such debt or meet future debt covenants. Factors that will affect our ability to raise cash through an offering of securities or a refinancing of any debt include financial market conditions, the value of our assets, and our performance at the time we are seeking to raise capital. We cannot assure investors that we will have sufficient funds to make such payments. If we do not have sufficient funds and are otherwise unable to negotiate renewals of our current borrowings or to arrange for new financing, we might be required to take measures to generate liquidity, such as selling some or all of our assets. Any such sales could have a material adverse effect on our business, operations and financial results. Moreover, failure to obtain additional financing, if required, on a timely basis, could cause us to reduce or delay our proposed operations. We may need to raise additional capital in order to complete our programs and commence commercial operations and there is no assurance that we will be able to obtain adequate financing in the future or that such financing will be available to us on advantageous terms. 36
Disclosures Wemaybeinvolvedinlitigationfromtimetotimethatmayadverselyaffectus. Due to the nature of our business, we may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of our business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no guarantee that actions that may be brought against us in the future will be resolved in our favour or that these matters will not have a material adverse effect on our business. TheresultsoftheexplorationlicenseandapplicationsforpermitsundertheU.S.DeepSeabedHardMineralResourcesActareuncertainandcouldadverselyaffectourbusiness. We have filed 2 of our 3 planned permit applications with the National Oceanic and Atmospheric Administration under the new expedited U.S.-based regulatory pathway created under the Deep Seabed Hard Mineral Resources Act (“DSHMRA”) and by the U.S. presidential Executive Order 14285 – Unleashing America's Offshore Critical Minerals and Resources issued on April 24, 2025, for the offshore mining of polymetallic nodules. Both the U.S. regime under DSHMRA as well as the international regime, established by the United Nations Convention on the Law of the Sea (“UNCLOS”), administered by the International Seabed Authority (“ISA”), have yet to be used for commercial production of seafloor polymetallic nodules Our DSHMRA applications are now under review, but there is no assurance that the applications will be deemed compliant, proceed to full review without delay, or result in licences or permits on favourable terms or at all. Such results would materially and negatively impact our business, financial condition, liquidity, results of operations and prospects. Similarly, there is no assurance that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that would limit or curtail production or development by us. Such regulatory changes or unfavourable application thereof could have a material adverse impact on our business. Ourbusinessissubjecttonumerousinternationalregulatoryuncertaintieswhich,ifnotresolvedinourfavor,wouldhaveamaterialadverseimpactonourbusiness. To date, no commercial collection of nodules has occurred on the seafloor in the Cook Islands EEZ or the CCZ. Moreover, certain aspects of the international regulatory frameworks are yet to be settled and remain unfinalized. The current international framework under UNCLOS includes the requirement to obtain an exploitation contract with the ISA, in addition to obtaining related permits from domestic regulatory bodies. We have not made any applications to the ISA under the UNCLOS framework. The two applications to date have been made under the DSHMRA regime. However, we do not believe that there are any provisions under UNCLOS or other ISA regulations that preclude us from proceeding solely under the DSHMRA regulatory pathway. Nevertheless, proceeding in this manner may negatively impact our future interactions with the ISA and the ability to secure future ISA contract approvals. There can be no assurance that any future ISA applications for exploitation contracts or related permits, should they be necessary, will be granted to us in a timely manner or at all. Even where applications are reviewed in a timely manner, we may be required to submit supplementary application materials before obtaining approval. As such, there is a risk that an exploitation contract may not be granted by the ISA, may not be granted on a timely basis, thereby delaying our potential timeline for commercial exploitation, or may be granted on uneconomic terms Changestoanyofthelaws,rules,regulationsorpoliciestowhichwearesubjectcouldhaveasignificantimpactonourbusiness. Changes to any of the laws, rules, regulations, taxation or other policies to which we are subject could have a significant impact on our business. There can be no assurance that we will be able to comply with any future laws, rules, regulations and policies. Failure to comply with applicable laws, rules, regulations, and policies may subject us to civil or regulatory proceedings, including fines or injunctions, which may have a material adverse effect on our business, financial condition, liquidity, and results of operations. In addition, compliance with any future laws, rules, regulations, and policies could negatively impact our profitability, and could have a material adverse effect on our business, financial condition, liquidity and results of operations. Furthermore, we may seek to expand our production capabilities in the future, which would require additional regulatory approvals that may not be provided in a timely manner or at all. Furthermore, such additional approvals could require changes to environmental offset areas and related environmental protections which, if overly burdensome, could impact our operations. Ourexploration,collecting,processingandrefiningactivitiesaresubjecttoextensiveandcostlyenvironmentalrequirements,andcurrentandfuturelaws,regulations,andpermitsmayimposesignificantcosts,liabilities,orobligations,orcouldlimitorpreventourability tocontinueouroperationsascurrentlycontemplatedortoundertakenewoperations. All phases of exploring for and collecting and processing polymetallic nodules are subject to environmental regulation in various jurisdictions and under national as well as international laws and conventions. No seafloor polymetallic nodule deposit has been developed commercially to date, and it is not clear what environmental parameters may need to be measured to satisfy regulatory requirements. The environmental impact of any polymetallic nodule collecting operation remains uncertain and the standards for the assessments required by current regulations have not been finalized by the ISA or any other regulatory body. Environmental legislation is evolving in a manner which is likely to require strict standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. 37
Disclosures Further, it is unclear whether the ISA or any other regulatory body will seek to impose its process or other onerous methods for the restoration of the disturbed area or rehabilitation obligations on our collecting process. Any such obligations, to the extent they are overly burdensome, could result in material changes to our business as currently contemplated. Wemaybecomesubjecttoenvironmentalliabilitiesasaresultofnoncompliancewithexistingorfutureregulations. All of our exploration and development operations will be subject to environmental permitting and regulations, which can make operations expensive or prohibit them altogether. We may also be subject to potential risks and liabilities associated with pollution of the environment that could occur as a result of our exploration, development, and production activities. To the extent that we become subject to environmental liabilities, the payment of such liabilities, or the costs incurred to remedy environmental pollution, would reduce funds otherwise available to us, which could have a material adverse effect on our business. If we are unable to fully remedy an environmental problem, they might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure could be material to our business. All of our exploration, development, production and processing activities will be subject to regulation under certain environmental laws and regulations. We may be required to obtain permits for their activities. They may be required to update and review permits from time to time, and may also be subject to environmental impact analyses and public review processes prior to the approval of any future activities. It is possible that future changes in applicable laws, regulations and permits, or changes in their enforcement or regulatory interpretation by local governments, sponsor states, and other regulatory bodies, could have a significant impact on our business. Ourbusinessissubjecttosignificantrisks,andwemayneverdevelopmineralsinsufficientgradeorquantitiestojustifymaintainingcommercialoperations. Mineral resource exploration, development, and operations are highly speculative and are characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral resources, and from finding mineral resources which, though present, are insufficient in quantity and quality to return a profit from production. Once mineralization is discovered, it may take a number of years from the initial exploration phases before production is possible, during which time the potential feasibility of the project may change adversely. Substantial expenditures are required to establish mineral resources and reserves, to determine processes to collect and transport the minerals and, if required, to construct processing facilities. No seafloor polymetallic nodules have ever been commercially mined as of today. Exploration and exploitation risks exist in the discovery, location, definition and recovery of seafloor polymetallic nodule deposits, and such risks may have a material impact on our ability to accomplish our objectives. Operations may be affected by the availability of suitable vessels and equipment, prevailing sea conditions, changes in meteorological conditions and climate change, currents close to the seafloor and throughout the water column, recovery of materials sampled, lack of experience in delineating deposits, or unsuitability of equipment for recovering such material in prevailing conditions. Substantial expenditures are required to establish mineral reserves, to develop metallurgical processes, and to construct collection and transportation vessels, and we will be required to rely upon the expertise of consultants and others for exploration, development, construction and operational knowhow, and such consultants and third parties may not always be available to support our operations. If we are not able to obtain such expertise or identify alternative sources of expertise, our operations and financial results will be negatively impacted. While we believe that our licensed exploration areas are among the places with the highest abundance of polymetallic nodules in the world, no assurance can be given that minerals will be discovered in sufficient grade or quantities to justify commercial operations. Whether an exploration property will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; availability of and effectiveness of technology to recover, trans-ship, transport and process nodules; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, and environmental protection; availability of required personnel, third-party partners and contractors, any required financing and commercial demand in the marketplace for such metals. The precise impact of these factors cannot accurately be predicted, but the combination of these factors may result in our inability to operate or generate an adequate return on invested capital. While we will evaluate the political and economic factors in determining an exploration strategy, there can be no assurance that significant restrictions will not be placed on intended development areas. Such restrictions may have a material adverse effect on our business and results of operation. Weoperateinacompetitiveindustry,andtherearenoassurancesthatoureffortswillbesuccessful. The critical metals production industry is capital intensive and competitive. Production of battery materials and manganese alloys is largely dominated by Chinese competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve and possibly expand their facilities. Additionally, domestic Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs. There is increasing competition from new and existing marine mineral players for the availability of marine exploration and support vessels, related marine equipment and specialized personnel, desirable exploration areas, suitable offshore collection and onshore processing equipment, and available capital. There is a risk that competitors may find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate. Theprevailingmarketpricesofvariouscriticalminerals,rareearthelementsandothercommoditieswillhaveamaterialimpactonourabilitytoachievecommercialsuccess. The profitability of our nodule collection operations will be significantly affected by changes in the market price of critical metals (such as nickel, copper and cobalt) and manganese ores and the cost of power, natural gas, coal, marine fuels, among other commodities and supply requirements. Prices of such metals are affected by numerous factors beyond our control, including: military conflict; prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculation; governmental and exchange decisions regarding the disposal of metal stockpiles; political and economic conditions; available supplies of the critical metals contained in nodules from mine production, inventories and recycled metal; sales by holders and producers of these critical metals; and demand for products containing these critical minerals. The price of critical minerals including nickel, manganese, copper, cobalt, and other minerals and natural gas, has fluctuated widely in recent years. Depending on the prevailing price of these critical minerals, and the cost of power, natural gas, chemical reagents, marine fuels, cash flow from our metal production operations may not be sufficient to cover our operating costs or the costs to service any outstanding debt. We are not currently party to any commodity hedging contracts, as we do not yet have any production. Debt financing may not be available on commercially reasonable terms, or at all. 38
Disclosures Ourexplorationandpolymetallicnodulecollectingactivitiesmaybeaffectedbynaturalhazards,whichcouldhaveamaterialadverseeffectonourbusiness. Deep-sea mineral exploration and collection activities are inherently difficult and dangerous and may be delayed or suspended by severe weather events, sea conditions or other natural hazards, including volcanos, storms, hurricanes, tsunamis and unpredictable weather patterns. In addition, even though sea conditions in a particular location may be somewhat predictable, the possibility exists that unexpected conditions may occur that adversely affect our operations. Nodule collection activities, including, without limitation, the transfer of nodules to transport vessels and delivery to port, may be subject to interruptions resulting from weather and related marine conditions that adversely affect our collection operations or the ports of delivery, and any such delays could have a material adverse effect on our business. Fluctuations intransportationcostsordisruptionsintransportation, processesorservices,ordamageorlossduringtransport coulddecreaseourprofitabilityorimpairourabilitytosupply polymetallic nodules,processedmineralsorproducts toourcustomers, which couldadverselyaffectourresultsofoperationsinthefuture. As and when we become able to successfully collect the polymetallic nodules in the future, they will be required to transport them to onshore facilities for processing, including the transfer of nodules to transport vessels and delivery to port. Furthermore, when they have reached a point of commercialization, we will need to transport our products to our future customers, wherever they may be located. Finding affordable and dependable transportation is important because it allows us to supply customers around the world. Labor disputes, embargos, sanctions, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, vessel groundings inhibiting access to key navigation routes, other environmental events, changes to rail or ocean freight systems, availability of appropriate equipment or processes for transfer of nodules to transport vessels or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales potential and could materially adversely affect our results of operations in the future. Actualcapitalcosts,financingstrategies,operatingcosts,productionandeconomicreturnsmaydiffersignificantlyfromthosecurrentlyanticipatedandtherecanbenoassurancethatanyfuturecommercialactivitieswillresultinprofitablemetalproductionoperations. Our actual operating costs to collect polymetallic nodules, transport, process and refine such nodules commercially in the future will depend upon changes in the availability of financing or partners who undertake capital developments in partnership with us, and prices of labor, equipment and infrastructure, shipping costs, variances in ore recovery from those currently assumed, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are and will be beyond our control. Due to any of these or other factors, our capital and operating costs may be significantly higher than currently estimated or as estimated from time to time. Higher capital and operating costs could further impact our financing ability, which may be further affected by lower commodity prices in the international markets that could impact production or economic returns which may differ significantly from those that we otherwise estimate from time to time and there can be no assurance that any of our commercial activities will result in profitable operations. Ourgrowthwilldependonourabilitytoexecuteonourplansandexpandouroperationsandcontrolswhilemaintainingeffectivecostcontrols. Deep-sea exploration, nodule collection, and processing is an emerging industry, and our ability to implement our strategy requires effective planning and management control systems. Our plans may place a significant strain on our management and on our operational, financial and personnel resources. As such, our future growth and prospects will depend on our ability to implement our business model, manage this growth and to continue to expand and improve operational, financial and management information and quality control systems on a timely basis, while at the same time maintaining effective cost controls. Any failure to expand and improve operational, financial and management information and quality control systems in line with our growth could have a material adverse effect on our business, financial condition and results of operations. There are also risks associated with establishing and maintaining systems of internal controls. Ourbusinessissubjecttoavarietyofrisks,someofwhichmaynotbecoveredbyourfutureorexistinginsurancepolicies. In the course of the exploration, development, and production of our mineral resource properties, we may be subject to a variety of risks that could result in: (i) damage to, or destruction of, transportation vessels and processing facilities, (ii) personal injury or death, (iii) environmental damage, (iv) delays in collecting, transporting or processing, (v) monetary losses, (vi) natural disasters, (vii) environmental matters, and (viii) legal liability, among others. It is not always possible to fully insure against such risks, and we may determine not to insure against all such risks as a result of high premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in an increase in cost and a decline in the value of our securities. We cannot be certain that insurance for some or all of these risks will be available on acceptable terms or conditions, if at all, and in some cases, coverage may not be acceptable or may be considered too expensive relative to the perceived risk. 39