American Ocean Minerals Corporation to Merge with Odyssey Marine Exploration, Inc.: Creating a \$1B U.S.-Controlled Deep-Sea Critical Minerals Platform

Key Points of the Transaction

• Merger Announcement: American Ocean Minerals Corporation (AOMC) and Odyssey Marine Exploration, Inc. (NASDAQ: OMEX) have entered into a definitive merger agreement to combine their businesses, forming a leading U.S.-controlled deep-sea critical minerals research and resource extraction platform.
• Combined Valuation: The transaction values the combined company at approximately \$1 billion, with over \$230 million in equity capital raised, including a \$150 million private placement and a \$75 million pre-public financing to accelerate U.S. and allied supply chain independence.
• Leadership: The combined company will be led by industry veterans: Chairman Tom Albanese (former CEO of Rio Tinto), CEO Mark Justh (30-year financial services veteran), and supported by founding investor and special advisor Mike Rowe (mikeroweWORKS foundation).
• Cash Position: Expected to have approximately \$175 million in cash at closing.
• Reverse Stock Split: Odyssey intends to effect a 25-for-1 reverse stock split of its common stock prior to the merger.
• Shareholder Support: Significant Odyssey shareholders (approx. 30% of shares outstanding) have entered into voting support agreements in favor of the transaction.
• Post-Merger Operations: The combined company will operate as American Ocean Minerals Corporation and is expected to trade on Nasdaq under the ticker symbol “AOMC”, pending regulatory and shareholder approvals.

Strategic and Operational Highlights

• Asset Portfolio: The combined company will have a 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.
• Exploration Rights: AOMC has secured exploration rights in globally sought-after areas and forged partnerships to support an asset-light operational platform, including retrofitted vessels and proven technologies.
• Experienced Team: The management team brings combined expertise representing over 300 years in deep-sea exploration, processing, and capital markets.
• Regulatory Pathways: The company is assembling a dual-track portfolio across the Cook Islands exclusive economic zone (EEZ) and U.S.-regulated international waters (Clarion-Clipperton Zone).
• Resource Endowment: Access to more than 500,000 square kilometers with abundant polymetallic nodules containing nickel, cobalt, copper, manganese, as well as rare earth elements and potentially titanium.

Regulatory and Resource Details

• Cook Islands Pathway: Investments in Moana Minerals Ltd. and CIC Limited, holding two out of three licensed exploration projects in the Cook Islands EEZ. These areas possess 417 million tonnes of indicated resources and over 2 billion tonnes of inferred resources, as per S-K 1300 resource reports.
• U.S. Sovereign Pathway: AOMC has achieved full compliance for two exploration applications under the Deep Seabed Hard Mineral Resources Act, providing a U.S.-regulated route for developing nodule resources in international waters. These areas encompass over 1.4 billion tonnes of inferred resources.
• Preliminary Economic Assessment: Moana-1 asset (OML) reported an indicated mineral resource of 417 million tonnes with abundance of 26.7 kg/m², supporting advancement to pre-feasibility and environmental studies. CIC’s license area supports an inferred mineral resource of 1.95 billion tonnes with 19.9 kg/m² abundance.
• Regulatory Framework: The Cook Islands Seabed Minerals Act 2019 and Seabed Minerals Harvesting Regulations 2024 ensure a clear, nationally governed pathway for responsible resource development.

Transaction Structure and Shareholder Impact

• All-Stock Merger: AOMC’s outstanding common stock and warrants will be exchanged for Odyssey’s common stock and warrants.
• Reverse Split: Odyssey will effect a 25-for-1 reverse stock split prior to the merger, impacting share count and potentially share price.
• Post-Merger Share Count: Before 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.
• Divestiture: Odyssey intends to divest its Mexican phosphate asset, PHOSAGMEX, which is non-core to the combined company. This divestiture is expected to preserve value for pre-closing shareholders and remove approximately \$60 million in liabilities from Odyssey’s balance sheet.
• Closing Timeline: Expected closure in late Q2 or early Q3 2026, subject to regulatory and shareholder approvals.
• Advisors: Citi and Cantor Fitzgerald are Capital Markets Advisors, Cassels Brock & Blackwell LLP and Gibson Dunn & Crutcher LLP are legal advisors, Teneo is strategic communications advisor, Moelis & Co. is exclusive financial advisor to Odyssey, and Grant Thornton LLP is Odyssey’s independent public accounting firm.

Resource Ownership Structure

• AOMC is expected to own:
  • ~48% interest in CIC with option to increase ownership to approximately 95% at AOMC’s sole discretion (subject to regulatory approval in the Cook Islands).
  • Approximately 80%-100% of the membership interests of Ocean Minerals LLC (OML).
  • 100% interest in both AOM Area-1 LLC and AOM Area-2 LLC.

Potential Price-Sensitive Information for Shareholders

• Reverse Stock Split: Shareholders should be aware of the 25-for-1 reverse stock split, which could significantly affect the share price and outstanding share count.
• Divestiture of PHOSAGMEX: Removal of \$60 million in liabilities could positively impact the combined company’s financial position.
• Substantial Cash Position: Expected \$175 million in cash post-merger provides financial flexibility for exploration, development, and future acquisitions.
• Voting Agreements: 30% of Odyssey shareholders have agreed to vote in favor of the merger, increasing transaction certainty.
• Resource Estimates: SEC S-K 1300 compliant resource reports support substantial indicated and inferred mineral resources, representing significant asset value.
• Nasdaq Listing: Combined company will trade under ticker “AOMC”, offering enhanced visibility and liquidity for investors.

Risks and Forward-Looking Statements

The transaction and business plan are subject to risks and uncertainties, including but not limited to: completion and timing of the merger, regulatory and shareholder approvals, ability to achieve synergies, execution of exploration and development plans, commodity price volatility, geopolitical and regulatory risks, and the ability to commercially extract minerals.

Upcoming Investor Event

AOMC and Odyssey will hold an investor conference call to discuss the Transaction on Monday, April 13th at 10:00 A.M. ET. Registration link: Conference Call Registration.

Company Information

• American Ocean Minerals Corporation: Building a U.S.-controlled global supply chain for critical minerals and rare earths.
• Odyssey Marine Exploration: Ocean exploration and marine resource development leader with over 30 years of offshore experience.
• Moana Minerals Ltd.: Critical minerals exploration and development in the Cook Islands EEZ.
• CIC Limited: Private Cook Islands company focused on ocean mineral resources.

Contact Information

• Teneo: [email protected]
• Odyssey Marine Exploration: [email protected]

Disclaimer

This article contains forward-looking statements and is for informational purposes only. It does not constitute investment advice or an offer to purchase or sell securities. The merger and related business plans are subject to regulatory, market, and operational risks. Investors should review all official filings and consult with qualified advisors before making investment decisions.

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