American Ocean Minerals Corporation (AOMC) has announced it will merge with Nasdaq-listed Odyssey Marine Exploration to create one of the largest US-controlled critical mineral and rare earths platforms focused on deep-sea exploration.

The deal values the combined entity at about $1-billion and includes a private placement of about $150-million from prominent institutional and strategic investors.

Having garnered approval from both companies boards and shareholders, the new company will operate as under AOMC’s name and is expected to trade on Nasdaq following close of the transaction – late in the second quarter or early in the third quarter.

The transaction is structured as an all-stock merger, pursuant to which AOMC’s outstanding common shares and warrants will be exchanged for Odyssey’s common shares and warrants.

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 includes retrovitted vessels and proven technologies.

In turn, 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 merged company is expected to offer advanced deep-sea resource and harvesting capabilities led by an experienced team of global leaders in deep-sea operations, processing and capital markets.

The combined AOMC will be chaired by Tom Albanese, who is a former CEO of Rio Tinto, and led by Mark Justh, who brings decades of experience in capital markets having worked at JPMorgan Chase and Goldman Sachs.

The executive team will also be supported by AOMC founding investor and special adviser Mike Rowe.

Justh says the transaction comes at a pivotal inflection point as regulatory clarity, proven offshore technology, supply chain independence initiatives, improved scientific understandings of environmental impacts and increasing demand for critical minerals converge 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,” he explains.

Odyssey CEO Mark Gordon comments the merger builds on the foundation that Odyssey has established over more than three decades of offshore innovation and operations. By combining the companies’ capabilities and asset bases, the merged entity is poised to move forward with a clear, execution-driven approach.

Both companies are committed to investing in more technical programmes and feasibility studies to maximise the economic value of their vast resource endowments, while implementing environment-friendly harvesting technologies and supporting infrastructure.

Prior to closing of the transaction, Odyssey plans to divest from its Mexican phosphate asset PHOSAGMEX, which has been determined as non-core to the combined company. This will remove about $60-million of liability from Odyssey’s balance sheet.

The combined entity will have more than $175-million in cash available to advance exploration programmes.

across five secured and target areas, the combined company will have access to more than 500 000 m2 of prospective areas where polymetallic nodules containing nickel, cobalt, copper and manganese are abundant.

AOMC believes the licence areas in Cook Islands off the coast of New Zealand, in particular, are prospective for rare earths and titanium.