(April 8): American Ocean Minerals Corp, a deep-sea exploration company led by former Rio Tinto CEO Tom Albanese, is combining with Odyssey Marine Exploration Inc in a reverse merger, according to people with knowledge of the matter.
The all-stock deal values the combined company at about US$1 billion on a pro forma equity basis, the companies said in a statement Wednesday morning. The announcement confirms an earlier report from Bloomberg News.
As part of the transaction, a group of institutional investors has committed to a US$150 million private placement and a US$75 million pre-public financing. Citigroup Inc and Cantor Fitzgerald LP arranged the placement while Moelis & Co was financial adviser to Odyssey.
The all-stock transaction will see American Ocean’s outstanding common stock and warrants exchanged for Odyssey’s common stock and warrants, the statement said.
The deal is expected to close late in the second quarter or early in the third, the companies said.
Following the transaction, which is subject to approval from Odyssey shareholders, the company will be operated as American Ocean Minerals Corp. and trade on the Nasdaq under the symbol AOMC.
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Albanese will serve as chairman with Mark Justh as CEO.
The deal comes as the US and its allies seek new sources of critical minerals used in batteries, industrial manufacturing and defence supply chains, amid growing concern over reliance on a small number of producer countries.
“This is really about creating a scaled, US-controlled critical minerals supply chain,” Albanese said in an interview. “If the US wants to have a premier manufacturing economy and also industrialise, we can’t completely outsource our minerals and energy supplies.”
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American Ocean is building its portfolio across the Cook Islands’ exclusive economic zone and US-regulated international waters, including the Clarion-Clipperton Zone and the Penrhyn Basin in the Pacific Ocean.
“American Ocean Minerals holds two of three key licences there and has already invested more than US$40 million working on the environmental work and baseline analysis required for the regulatory proceed,” Justh said.
The company plans to focus on polymetallic nodules — potato-size ocean-floor deposits rich in minerals essential for electrification, batteries and steelmaking.
Rising demand for these critical minerals with limited supply is increasing the urgency to develop alternative sources.
The Cook Islands spent years building a formal regulatory framework for seabed mining, putting the South Pacific nation ahead of many other jurisdictions in setting out how projects can move from exploration to potential harvesting.
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