Results
Odyssey Marine Exploration Inc.
02/27/2026 | Press release | Distributed by Public on 02/27/2026 16:29
Material Agreement (Form 8-K)
| Item 1.01 |
Entry into a Material Definitive Agreement. |
As previously reported, in December 2024, Odyssey Marine Exploration, Inc. (the "Company"), its affiliates Oceanica Resources, S. de R.L. ("Oceanica") and Exploraciones Oceánicas, S. de R.L. de C.V. ("ExO"), and Capital Latinoamericano, S.A. de C.V. ("CapLat") entered into a Joint Venture Agreement (the "JV Agreement") pursuant to which Odyssey and CapLat agreed to work together to develop a strategic fertilizer production project in Mexico (the "Project") and, subject to the satisfaction of certain conditions, to invest through subsidiaries of each party as equal partners, subject to adjustment based on final contributions, in a newly formed joint venture entity that would own and continue to develop and operate the Project.
In June 2025, (a) the Company, certain of its affiliates, and CapLat entered into an amendment to the JV Agreement pursuant to which, among other things, Oceánica Resources México, S. de R.L. de C.V., an affiliate of the Company ("ORM"), joined as a party to the JV Agreement; (b) ORM and CapLat formed Phosagmex, S.A.P.I. de C.V. ("Phosagmex") as the joint venture entity in accordance with the terms of the JV Agreement, with CapLat and ORM each holding 50.0% of the equity interests in Phosagmex; (c) the Company and CapLat agreed to make their respective initial capital contributions to Phosagmex, which were completed in August 2025; and (d) Oceanica caused ExO to enter into an agreement to assign its legal rights to specified mining concessions held by ExO to Phosagmex, subject to the condition that the concessions are reinstated.
On February 27, 2026, the Company, certain of its affiliates, CapLat, and Phosagmex entered into an amended and restated JV Agreement (the "Restated JV Agreement"). The Restated JV Agreement:
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provides for termination only upon the mutual consent or agreement of the parties; |
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eliminates the parties' respective rights to termination fees in the event of termination; |
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provides for the closing of the transactions contemplated thereby upon execution and delivery of the Restated JV Agreement, including execution and delivery of an acknowledgment of assignment of the mining concessions and a restated shareholder agreement; and |
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limited the duration of the period during which Odyssey is obligated to provide services to Phosagmex. |
The foregoing description of the material amendments set forth in the Restated JV Agreement is summary in nature, does not purport to be a complete description of all the terms in the Restated JV Agreement, and is qualified in its entirety by reference to the Restated JV Agreement, a copy of which is attached hereto as Exhibit 10.1.
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