OMEX Odyssey Marine Exploration Inc

On August 17, 2018, Odyssey Marine Exploration, Inc. (“Odyssey”) entered into a letter of intent with Seabed Capital, LLC (“Seabed”) regarding a proposed transaction pursuant to which (a) Odyssey would purchase from Seabed all of Seabed’s 80.0% interest (the “Acquired Interest”) in a holding company (the “Target Company”) whose primary asset is an exclusive license for a potentially significant subsea mineral deposit, in consideration for which (b) Odyssey would issue to Seabed 250,000 shares (the “Shares”) of Odyssey’s common stock, and Odyssey and Seabed would enter into a royalty agreement whereby Odyssey would pay to Seabed a 2.5% net smelter royalty from future production (the “Proposed Transaction”). Odyssey and Seabed anticipate that the terms and conditions of the Proposed Transaction will be set forth in a purchase agreement, a royalty agreement, an escrow agreement, and other appropriate agreements or documents (collectively, the “Definitive Documents”) to be entered into by Odyssey and Seabed within 30 days of the date of the letter of intent. The letter of intent provides that, at the closing of the Proposed Transaction, the Shares and the Acquired Interest will be deposited into escrow with a mutually agreeable escrow agent, with the Shares to be released to Seabed and the Acquired Interest to be released to Odyssey when the Target Company obtains a two-year extension of its exploration license. Seabed would be entitled to “piggyback” registration rights with respect to the Shares, although Odyssey will agree to file, upon Seabed’s request, a registration statement with respect to the Shares if Seabed has not had the opportunity to exercise its piggyback registration rights with respect to the Shares within six months after the closing of the Proposed Transaction.

The letter of intent contemplates that the parties’ obligation to consummate the Proposed Transaction will be subject to the following conditions: (a) no material adverse effect shall have occurred with respect to the Target Company or Odyssey; (b) the results of Odyssey’s due diligence review of the Target Company shall be satisfactory to Odyssey; (c) the results of Seabed’s due diligence review of Odyssey shall be satisfactory to the Target Company; (d) the parties shall have reached a mutually agreeable resolution with respect to a financial liability of the Target Company; (e) other reasonable and customary conditions to closing for transactions such as the Proposed Transaction; and (f) such other conditions at the Parties may mutually agree.