American Ocean Minerals and Odyssey Marine Exploration Enter Merger Agreement Valued at Approximately $1B

American Ocean Minerals Corporation and Odyssey Marine Exploration 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 values the combined company at approximately $1B and includes a private placement of over $150M from prominent institutional and strategic investors, as well as a $75M 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. 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. The Transaction values the combined company at a pro-forma equity value of approximately $1B. Prior to and in connection with the Transaction, AOMC has raised and secured equity commitments totaling more than $230M from institutional and strategic investors, consisting of a private placement of more than $150M and a $75M 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 $60M of related liabilities from the Odyssey balance sheet. Following the Transaction and divestiture close, the combined company expects to have more than $175M 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.