American Ocean Minerals Corporation to Merge with Odyssey Marine Exploration, Inc., Creating a $1B U.S.-Controlled Deep-Sea Critical Minerals Platform (Form 8-K)

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

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."

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.