Odyssey Marine Exploration (OMEX) M&A announcement summary

Deal rationale and strategic fit

• Merger creates the largest U.S.-controlled deep-sea critical minerals platform, supporting domestic and allied supply chains and addressing national security and supply chain vulnerabilities.

• Combines capital, asset base, and decades of offshore operational expertise, leveraging U.S. and Cook Islands exploration licenses and regulatory relationships.

• Focus on securing nickel, cobalt, copper, manganese, and rare earths from over 500,000 sq km of licensed and targeted areas, mainly in the Cook Islands EEZ and U.S.-controlled zones.

• Strategic partnerships and alliances with U.S. and allied entities support rapid scale-up and secure supply chains.

• Addresses surging demand for critical minerals, reducing reliance on imports and mitigating concentration risk from China.

Financial terms and conditions

• All-stock merger valued at approximately $1 billion post-money equity, with over $230 million in equity capital raised, including $150 million+ PIPE and $75 million+ bridge financing.

• Expected to have $175 million in cash at closing.

• Bridge equity convertible at a 25% discount to merger price, with 8% mandatory PIK 1-year interest.

• Odyssey to divest non-core Mexican phosphate asset, removing ~$60 million in liabilities.

• Planned 25-for-1 reverse stock split prior to merger completion.

Synergies and expected cost savings

• Integration of proven offshore technology, operational expertise, and modular vessel deployment reduces execution risk and operational costs.

• Capital-light initial processing approach and brownfield-first strategy minimize upfront CapEx and accelerate timelines.

• Scaling from single vessel to fleet model enables operational efficiencies and shared infrastructure benefits.

• Stockpiling nodules offers low-cost, flexible supply management.

• Asset-light operational model with retrofitted vessels and proven technologies.