OMEX · Odyssey Marine Exploration, Inc.

Odyssey Marine Exploration has entered a transformative merger with American Ocean Minerals Corporation (AOM), positioning the combined entity as a leading U.S.-controlled deep-sea critical minerals platform focused on polymetallic nodules rich in nickel, cobalt, copper, manganese, and rare earths. The all-stock transaction, approved unanimously by both boards and Odyssey's special transaction committee, values the pro forma company at ~$1 billion equity value. Key to the deal is the exchange ratio of 4.5017 Odyssey shares per AOM share, resulting in significant dilution for pre-merger Odyssey stockholders to ~6.7% ownership, while AOM legacy holders and new investors dominate post-merger capitalization. This reflects AOM's substantial pre-merger fundraising: $75.6 million Bridge Financing (converting to ~10.7% ownership) and $156 million PIPE commitment (15.4% ownership), ensuring ~$175 million cash at closing after meeting minimum conditions of $25 million PIPE proceeds and $100 million AOM cash balance. Strategic side agreements enhance value: Odyssey issues up to $10 million secured notes to AOM at 8% interest for operations; options to acquire controlling stakes in Cook Islands assets CIC Ltd (up to 95%, valued $200-300 million) and Ocean Minerals LLC (80-100%); and a structured divestiture of non-core Mexican phosphate assets (ORM) into a trust for pre-merger shareholders, removing ~$60 million liabilities. Odyssey stockholder approval is critical, supported by ~30% voting agreements, alongside approvals for share increase to 750 million, potential reverse split, and Registration Statement effectiveness. Termination rights include an October 7, 2026 outside date (extendable) and $2.2 million Odyssey termination fee. Post-merger leadership transitions with AOM executives taking key roles, while Odyssey CEO Gordon and Chairman Longley receive retention bonuses totaling $800k/$530k to ensure continuity. The deal leverages Odyssey's 30+ years of deep-sea expertise with AOM's licenses across Cook Islands EEZ and U.S.-regulated international waters, targeting regulatory fast-tracks amid surging critical minerals demand and supply chain security priorities.