ODYSSEY MARINE EXPLORATION INC

Previous wording

On April 8, 2026, Odyssey, an Odyssey subsidiary (“Merger Sub”), and American Ocean Minerals Corporation (“AOM”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the proposed merger and becoming a direct, wholly owned subsidiary of Odyssey (the “Merger”). The time at which the Merger is consummated is referred to in this report as the “Effective Time.” The Merger is expected to be completed in the third quarter of 2026, subject to Odyssey stockholders’ approval.

Current wording

On April 8, 2026, Odyssey, an Odyssey subsidiary (“Merger Sub”), and American Ocean Minerals Corporation (“AOM”), entered into an Agreement and Plan of Merger (as amended the “Merger Agreement”) pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the proposed merger and becoming a direct, wholly owned subsidiary of Odyssey (the “Merger”). The time at which the Merger becomes effective is referred to in this report as the “Effective Time.” The Merger is expected to be completed in the fourth quarter of 2026, subject to the approval of Odyssey stockholders.

Previous wording

Odyssey, AOM, and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed transaction under the rules of the SEC. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 21, 2026, for the 2026 Annual Meeting of Stockholders, and Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the registration statement and preliminary proxy statement/prospectus and will be included in other relevant materials to be filed with the SEC regarding the proposed transaction. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions.

Current wording

Odyssey, AOM, and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed transaction under the rules of the SEC. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 21, 2026, for the 2026 Annual Meeting of Stockholders, and Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the registration statement and definitive proxy statement/prospectus and will be included in other relevant materials to be filed with the SEC regarding the proposed transaction. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions.

Previous wording

After the concessions have been reinstated and the assignment to Phosagmex is effective, Phosagmex will submit an application for an environmental permit to move forward with the Phosagmex project. Although the permit application will be based on the underlying exploration work and environmental research by ExO described below, the application will include certain significant changes to reflect the Phosagmex Project plan.

Current wording

After the assignment of the concessions to Phosagmex is effective, Phosagmex will submit an application for an environmental permit to move forward with the Phosagmex project. Although the permit application will be based on the underlying exploration work and environmental research by ExO described below, the application will include certain significant changes to reflect the Phosagmex Project plan.

Previous wording

The information that follows relating to CIC’s project (the “CIC Project”) is derived, for the most part, from, and in some instances is an extract from, the Initial Assessment and Technical Report Summary for the EL1 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean, prepared by RSC Consulting Ltd for CIC Limited, with an effective date of December 31, 2025 (the “CIC Technical Report Summary”), which was prepared in accordance with the requirements of Regulation S-K Item 1300 (the “SEC Mining Rules”). Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the CIC Technical Report Summary. The CIC Technical Report Summary is incorporated herein by reference and made a part hereof, and was filed as Exhibit 96.1 to the Registration Statement on Form S-4 filed by Odyssey on May 11, 2026.

Current wording

The information that follows relating to CIC’s project (the “CIC Project”) is derived, for the most part, from, and in some instances is an extract from, the Initial Assessment and Technical Report Summary for the EL1 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean, prepared by RSC Consulting Ltd and Dr. Simon Nielson for CIC Limited, with an effective date of December 31, 2025 as issued on February 9, 2026, and revised on September 3, 2026 (the “CIC Technical Report Summary”), which was prepared in accordance with the requirements of Regulation S-K Item 1300 (the “SEC Mining Rules”). Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the CIC Technical Report Summary. The CIC Technical Report Summary is incorporated herein by reference and made a part hereof, and which was filed as Exhibit 96.1 to Odyssey’s Registration Statement on Form S‑4, as amended, which was declared effective by the SEC on October 15, 2026.

Previous wording

The CIC Project is located within the EEZ of the Cook Islands in the South Pacific Ocean. According to the CIC Technical Report Summary, the CIC Project is centered at approximately 17.5° south latitude and 160.5° west longitude, approximately 420 km north of Rarotonga, 170 km north of Aitutaki, and 3,700 km northeast of Wellington, New Zealand. The CIC Project area covers approximately 211,545 km2 and comprises 2,592 5’ x 5’ blocks grouped into ten contiguous block groups. The seafloor in the license area generally lies at depths between approximately 4,700 and 5,300 meters below sea level.

Current wording

The CIC Project is located within the EEZ of the Cook Islands in the South Pacific Ocean. According to the CIC Technical Report Summary, the CIC Project is centered at approximately 17.5° south latitude and 160.5° west longitude, approximately 420 km north of Rarotonga, approximately 170 km north of Aitutaki, and 3,700 km northeast of Wellington, New Zealand. The CIC

Previous wording

Title to the CIC Project is held through EL1 license, granted to CIC Limited by SBMA, on behalf of the Cook Islands Government on February 23, 2022. The CIC Technical Report Summary states that the EL1 license expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). The EL1 license is subject to relinquishment obligations, including 20% relinquishment after three years of exploration activities and up to an additional 40% of the total CIC Project area by the end of the five-year license period, with the relinquishment parameters reported as being under discussion between CIC and the SBMA according to the CIC Technical Report.

Current wording

Title to the CIC Project is held through EL1 license, granted to CIC Limited by the SBMA, on behalf of the Cook Islands Government on February 23, 2022. The CIC Technical Report Summary states that the EL1 license expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). The EL1 license is subject to relinquishment obligations, including 20% relinquishment after three years of exploration activities and up to an additional 40% of the total CIC Project area by the end of the five-year license period, with the first relinquishment parameters as being under discussion between CIC and the SBMA according to the CIC Technical Report. Annual license fees payable to SBMA are NZD $80,000 plus 15% VAT (NZD $92,000). In connection with CIC Limited’s upcoming license renewal, CIC Limited anticipates paying (i) a renewal application fee of NZD $50,000 plus 15% VAT (NZD $57,500) and (ii) a renewal grant fee of NZD $207,360 plus 15% VAT (NZD $238,464), calculated based on the anticipated 60% reduction of the original license area resulting in 1,036 retained blocks. Following renewal, the annual license fee will remain NZD $80,000 plus 15% VAT (NZD $92,000) per annum.

Previous wording

To be eligible for upgrade of the exploration license to a mining license, CIC must submit an application and satisfy the requirements of section 67 of the Seabed Minerals (Exploration) Regulations (2020) (Cook Islands), including: (a) collection and analysis of data and information to at least a pre-feasibility study level in all material respects; (b) completion in all material respects of studies and investigations relating to an environmental impact assessment for a mining license application; and (c) establishment of the existence of seabed mineral resources or reserves with the potential for commercial recovery.

Current wording

To be eligible for upgrade of the exploration license to a mining license, CIC Limited must submit an application and satisfy the requirements of section 67 of the Seabed Minerals (Exploration) Regulations (2020) (Cook Islands), including: (a) collection and analysis of data and information to at least a pre-feasibility study level in all material respects; (b) completion in all material respects of studies and investigations relating to an environmental impact assessment for a mining license application; and (c) establishment of the existence of seabed mineral resources or reserves with the potential for commercial recovery.

Previous wording

According to the CIC Technical Report Summary, the CIC Project area, or any part thereof, has not been held by any operator other than CIC. The report states that the only exploration within the CIC Project area that predates the exploration undertaken by CIC was carried out by the Japan International Cooperation Agency (“JICA”), between 1986 and 2000. JICA conducted three expeditions to the CIC Project area using the RV Hakurei Maru No. 2 in 1986, 1990 and 2000. Samples were collected using box core, freefall grab, long core and armed dredge tools. Survey stations were placed based on datum lines every 1° in latitude and longitude, with infill sites on a 39.3 km grid.

Current wording

According to the CIC Technical Report Summary, the CIC Project area, or any part thereof, has not been held by any operator other than CIC Limited. The report states that the only exploration within the CIC Project area that predates the exploration undertaken by CIC Limited was carried out by the Japan International Cooperation Agency (“JICA”), between 1986 and 2000. JICA conducted three expeditions to the CIC Project area using the RV Hakurei Maru No. 2 in 1986, 1990 and 2000. Samples were collected using box core, freefall grab, long core and armed dredge tools. Survey stations were placed based on datum lines every

Previous wording

The CIC Project is a polymetallic nodule project located on the seabed within the Cook Islands EEZ in the South Pacific Ocean. According to the CIC Technical Report Summary, the Cook Islands are distinctive in to the seabed and the interpreted influence of a long-lived deep-water ocean current. The CIC Project area consists principally of abyssal plains, together with scattered knolls, seamounts, depressions, hills and valleys, and fine pelagic sediments described as red or brown clay are the predominant sediment type in the CIC Project area.

Current wording

The CIC Project is a polymetallic nodule project located on the seabed within the Cook Islands EEZ in the South Pacific Ocean. According to the CIC Technical Report Summary, the Cook Islands are distinctive in having relatively ancient and stable ocean crust, coupled with very low modelled net export of organic material to the seabed and the interpreted influence of a long-lived deep-water ocean current. The CIC Project area consists principally of abyssal plains, together with scattered knolls, seamounts, depressions, hills and valleys, and fine pelagic sediments described as red or brown clay are the predominant sediment type in the CIC Project area.

Previous wording

According to the CIC Technical Report Summary, no mineral reserve estimate is reported, and the CIC Project remains at an early stage. The CIC Technical Report Summary discloses an inferred mineral resource of 1,950 Mt wet nodules at a 13 kg/m2 cut-off, with metal grades of 0.46% Co, 0.19% Cu, 17.8% Fe, 15.7% Mn and 0.33% Ni, each with an effective date of December 31, 2025.

Current wording

According to the CIC Technical Report Summary, no mineral reserve estimate is reported, and the CIC Project remains at an early stage. The CIC Technical Report Summary discloses an inferred mineral resource of 1,950 Mt wet nodules at an average abundance of 19.9 kg/m², reported at a 13 kg/m2 cut-off, with metal grades of 0.46% Co, 0.19% Cu, 17.8% Fe, 15.7% Mn and 0.33% Ni, each with an effective date of December 31, 2025.

Previous wording

The mineral resource estimate for the CIC Project consist of declustered samples collected by JICA, as well as box core and freefall grab samples collected by CIC during Expeditions 1, 3 and 4. The report further states that the mineral resource estimate is based on exploration, sampling and assaying information gathered through appropriate techniques, that the inferred mineral resource has not been significantly extrapolated beyond the limits of the samples collected, and that confidence in the estimate is not sufficient to permit application of technical and economic parameters useful for detailed mine planning as part of a pre-feasibility or feasibility studies.

Current wording

The mineral resource estimate for the CIC Project consists of declustered samples collected by JICA, as well as box core and freefall grab samples collected by CIC Limited during Expeditions 1, 3 and 4. The report further states that the mineral resource estimate is based on exploration, sampling and assaying information gathered through appropriate techniques, that the inferred mineral resource has not been significantly extrapolated beyond the limits of the samples collected, and that confidence in the estimate is not sufficient to permit application of technical and economic parameters useful for detailed mine planning as part of a pre-feasibility or feasibility studies.

Previous wording

The data supporting the EL1 inferred mineral resource estimate consist of both historical exploration data collected by JICA and more recent exploration data collected by CIC. According to the CIC Technical Report, those datasets were evaluated separately and were assessed against the objective of supporting at least an inferred mineral resource classification under the SEC Mining Rules.

Current wording

The data supporting the EL1 inferred mineral resource estimate consist of both historical exploration data collected by JICA and more recent exploration data collected by CIC Limited. According to the CIC Technical Report, those datasets were evaluated separately and were assessed against the objective of supporting at least an inferred mineral resource classification under the SEC Mining Rules.

Previous wording

CIC employed documented procedures for sample collection, handling, processing and analysis, and that the quality assurance and quality control framework was designed to support reliable collection, recording, processing and validation of exploration data. According to the report, sample preparation involved offshore recovery and handling, onshore processing at CIC’s facilities in Rarotonga, and laboratory preparation and analysis at ALS Brisbane, which the report identifies as an ISO/IEC 17025-2017 and ISO 9001:2015 accredited laboratory. The report states that the analytical methods used for the CIC Project were fit for purpose for the project’s objectives.

Current wording

CIC Limited employed documented procedures for sample collection, handling, processing and analysis, and that the quality assurance and quality control framework was designed to support reliable collection, recording, processing and validation of exploration data. According to the report, sample preparation involved offshore recovery and handling, onshore processing at CIC Limited facilities in Rarotonga, and laboratory preparation and analysis at ALS Brisbane, which the report identifies as an ISO/IEC 17025-2017 and ISO 9001:2015 accredited laboratory. The report states that the analytical methods used for the CIC Project were fit for purpose for the project’s objectives.

Previous wording

References to the “MML Technical Report Summary” are to the Regulation S-K Item 1300 Technical Report Summary on a Mineral Resource Estimate for the EL3 Cook Islands Polymetallic Nodule Deposit, prepared by RSC Consulting Ltd for MML, with an effective date of December 31, 2025, which was prepared in accordance with the SEC Mining Rules, and was filed as Exhibit 96.2 to the Registration Statement on Form S-4 filed by Odyssey on May 11, 2026.

Current wording

References to the “MML Technical Report Summary” are to the Initial Assessment and Technical Report Summary for the EL3 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean, prepared by RSC Consulting Ltd for MML, with an effective date of December 31, 2025, as issued on May 6, 2026, and revised on September 3, 2026, which was prepared in accordance with the SEC Mining Rules, and was filed as Exhibit 96.2 to Odyssey’s Registration Statement on Form S‑4, as amended, which was declared effective by the SEC on October 15, 2026.

Previous wording

The information that follows relating to the MML project (the “MML Project”) is derived, for the most part, from, and in some instances is an extract from, the MML Technical Report Summary prepared in compliance with the SEC Mining Rules. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein.

Current wording

The information that follows relating to the MML project (the “MML Project”) is derived, for the most part, from, and in some instances is an extract from, the MML Technical Report Summary prepared in compliance with the SEC Mining Rules. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the MML Technical Report Summary. The MML Technical Report Summary is incorporated herein by reference and made a part hereof.

Previous wording

The MML Project is located within the EEZ of the Cook Islands in the South Pacific Ocean. According to the MML Technical Report Summary, the MML Project is confined to the boundary of the EL3 license, which covers an area of approximately 9,118 m2, and forms part of a wider known deposit of polymetallic nodules within the Cook Islands’ EEZ. The MML Project is located on the seabed, more than 5,000 m below sea level. The MML Technical Report Summary states that the MML Project is located approximately 323 miles from Avarua, Rarotonga, 163 miles from Aitutaki, and 2,370 miles from Auckland, New Zealand, and that the center of the MML Project is located at approximately 16.5° S and 159.5° W.

Current wording

Technical Report Summary, the MML Project is confined to the boundary of the EL3 license, which covers an area of approximately 9,118 square miles, and forms part of a wider known deposit of polymetallic nodules within the Cook Islands’ EEZ. The MML Project is located on the seabed, more than 5,000 m below sea level. The MML Technical Report Summary states that the MML Project is located approximately 323 miles from Avarua, Rarotonga, 163 miles from Aitutaki, and 2,370 miles from Auckland, New Zealand, and that the center of the MML Project is located at approximately 16.5° S and 159.5° W.

Previous wording

Title to the MML Project is held through the EL3 license, granted to Moana Minerals Limited, a wholly owned Cook Islands registered company subsidiary of Ocean Minerals, LLC, by SBMA, on behalf of the Cook Islands Government on February 23, 2022. The MML Technical Report Summary states that the MML exploration license is valid for a term of five years and expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). As of the date of this proxy statement/ prospectus, MML is not subject to a predetermined relinquishment schedule in the EL3 license. However, pursuant to section 78 of the Seabed Minerals Act (Cook Islands), the SBMA may require MML to relinquish portions of the MML Project area over time as MML’s exploration and environmental programs advance.

Current wording

Title to the MML Project is held through the EL3 license, granted to Moana Minerals Limited, a wholly owned Cook Islands registered company subsidiary of Ocean Minerals, LLC, by the SBMA, on behalf of the Cook Islands Government on February 23, 2022. The MML Technical Report Summary states that the MML exploration license is valid for a term of five years and expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). MML submitted its renewal application in accordance with the Regulations. Annual license fees payable to SBMA are NZD $80,000 plus 15% VAT (NZD $92,000). As of the date of this filing, MML is not subject to a predetermined relinquishment schedule in the EL3 license. However, pursuant to section 78 of the Seabed Minerals Act (Cook Islands), the SBMA may require MML to relinquish portions of the MML Project area over time as MML’s exploration and environmental programs advance.

Previous wording

Royalties and taxes payable on any future production from the MML Project area are stipulated in the laws and regulations of the Cook Islands. According to the Seabed Minerals (Royalties) Regulations (2013) (Cook Islands), holders of a mining license are liable for a royalty equal to 3% of the export value of minerals recovered MML Project is subject to a private royalty of 1%.

Current wording

Royalties and taxes payable on any future production from the MML Project area are stipulated in the laws and regulations of the Cook Islands. According to the Seabed Minerals (Royalties) Regulations (2013) (Cook Islands), holders of a mining license are liable for a royalty equal to 3% of the export value of minerals recovered under a mining license. The export value of minerals recovered is free-on-board (FOB) price received. MML Project is subject to a private royalty of 1%.

Previous wording

For additional information regarding quality control/quality assurance and data verification applicable to the MML Project, see Sections 8 and 9 of the MML Technical Report Summary.

Current wording

For additional information regarding quality control, quality assurance and data verification applicable to the MML Project, refer to the MML Technical Report Summary.

Previous wording

Offshore survey and mapping operations commenced in December 2021 in the Papua New Guinea, Lihir license area and was completed in 2022. This work produced a high-resolution acoustic terrain model of the seafloor in the area, as well as acquiring acoustic images of subseafloor sediments and lithology. This allowed characterization of the geologic setting of the area and essentially created a “snapshot” of the environment. These activities will help us to further characterize the value of this project and allow informed decision making on how to proceed with environmentally sensitive direct geologic sampling. In the first half of 2023, a comprehensive project plan was designed identifying specific target areas for geological and environmental samples to be collected in future offshore operations. No timetable has been set for operations to commence, as operational plans are currently being developed. In March 2026, Bismarck received a seventh term renewal for the Bismarck Exploration License.

Current wording

Offshore survey and mapping operations commenced in December 2021 in the Papua New Guinea, Lihir license area and was completed in 2022. This work produced a high-resolution acoustic terrain model of the seafloor in the area, as well as acquiring acoustic images of subseafloor sediments and lithology. This allowed characterization of the geologic setting of the area and essentially created a “snapshot” of the environment. These activities will help us to further characterize the value of this project and allow informed decision making on how to proceed with environmentally sensitive direct geologic sampling. In the first half of 2023, a comprehensive project plan was designed identifying specific target areas for geological and environmental samples to be collected in future offshore operations. No timetable has been set for operations to commence, as operational plans are currently being developed.

Previous wording

The proposed lease area, located within the U.S. OCS off the Mid-Atlantic coast, is highly prospective for heavy mineral sands rich in titanium, zirconium and rare earth elements. Together, these materials are critical to U.S. national defense, and domestic manufacturing, underpinning U.S. manufacturing and agriculture—from aerospace alloys and smartphones to medical devices. Additionally, offshore sand and gravel resources, a bi-product from the recovery process, can support coastal resiliency efforts.

Current wording

The proposed lease area, located within the U.S. OCS off the Mid-Atlantic coast, is highly prospective for heavy mineral sands rich in titanium, zirconium and rare earth elements. Together, these materials are critical to U.S. national defense, and domestic manufacturing, underpinning U.S. manufacturing and agriculture—from aerospace alloys and smartphones to medical devices. Additionally, offshore sand and gravel resources, a by-product from the recovery process, can support coastal resiliency efforts.

Previous wording

Our consolidated non-restricted cash balance at June 30, 2026 was $2.3 million. We have a working capital deficit at June 30, 2026 of $22.2 million. The total consolidated book value of our assets was approximately $13.2 million at June 30, 2026, which includes cash of $2.3 million.

Current wording

Our consolidated non-restricted cash balance at September 30, 2026 was $1.1 million. We have a working capital deficit at September 30, 2026 of $26.4 million. The total consolidated book value of our assets was approximately $11.6 million at September 30, 2026, including cash of $1.1 million.

Previous wording

Revenue for each period consisted primarily of amounts earned from marine research and project administration services provided to our customers and related parties, as well as lease revenue during the three months ended June 30, 2026. Total revenue for the three months ended June 30, 2026 was approximately $78,000, a decrease of approximately $57,000 as compared to $0.1 million for the three months ended June 30, 2025. The decrease was primarily due to the expiration of the Services Agreement with CIC in the third quarter of 2025.

Current wording

Revenue for each period consisted primarily of amounts earned from marine research and project administration services provided to our customers and related parties, as well as lease revenue during the three months ended September 30, 2026. Revenue for the three months ended September 30, 2026 was approximately $109,000, an increase of approximately $48,000 as compared to $0.1 million for the three months ended September 30, 2025. The increase was primarily due to revenue from a new lease agreement with OML for two ABMLs, which became effective in the second quarter of 2026, including related mobilization and marine service fees.

Previous wording

OML, to which we provided marine services in both periods, is a deep-sea mineral exploration company that we consider to be a related party (see Note 4 – Related Party Transactions). CIC, also a deep-sea mineral exploration company and a related party, was an additional customer in the three months ended June 30, 2025; the Services Agreement with CIC expired in the third quarter of 2025.

Current wording

OML, to which we provided marine services in both periods, is a deep-sea mineral exploration company that we consider to be a related party (see Note 4 – Related Party Transactions). CIC, also a deep-sea mineral exploration company and a related party, was an additional customer in the three months ended September 30, 2025. We entered into a new Master Services Agreement with CIC in September 2026.

Previous wording

Marketing, general and administrative expenses primarily comprise all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expenses for the three months ended June 30, 2026 were $7.1 million, an increase of $3.3 million as compared to the three months ended June 30, 2025. The increase was primarily due to increased professional fees in connection with the AOM Merger Agreement, and is partially offset by a reduction in director fees associated with the Mexican Corporate Transactions in the second quarter of 2025.

Current wording

Marketing, general and administrative expenses primarily comprise all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expenses for the three months ended September 30, 2026 were $3.9 million, an increase of $2.5 million as compared to the three months ended September 30, 2025. The increase was primarily due to higher professional and consulting fees related to the proposed merger with AOM, partially offset by lower spending in other operating expense categories.

Previous wording

Operations and research expenses are primarily focused on deep-sea mineral exploration, which include minerals research, scientific services, marine operations and project management. Operations and research expenses for the three months ended June 30, 2026 were $0.7 million, a decrease of $22,000 as compared to the three months ended June 30, 2025. The decrease period over period was not significant.

Current wording

Operations and research expenses are primarily focused on deep-sea mineral exploration, which include minerals research, scientific services, marine operations and project management. Operations and research expenses for the three months ended September 30, 2026 were $0.6 million, a decrease of $246,000 as compared to the three months ended September 30, 2025. The decrease was primarily due to lower professional and consulting expenses, including costs related to Phosagmex activities incurred in 2025 that did not recur at the same level in 2026.

Previous wording

Total other expenses, net were $1.7 million and $12.8 million for the three months ended June 30, 2026 and 2025, respectively, resulting in a decrease of $11.0 million. The decrease resulted from: (i) a $9.6 million decrease in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and litigation financing, (ii) a $1.0 million decrease in interest expense, net of interest income, (iii) a $0.4 million decrease in foreign exchange expense.

Current wording

Total other expenses, net were $0.2 million and $11.4 million for the three months ended September 30, 2026 and 2025, respectively, resulting in a decrease of $11.1 million. The decrease resulted from: (i) a $8.7 million decrease in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and litigation financing, (ii) a $1.0 million decrease in interest expense, net of interest income, (iii) a $0.4 million decrease in foreign exchange expense, (iv) a $0.9 million decrease in loss on equity method investments primarily related to lower losses associated with the Company’s investment in Phosagmex during the current quarter.

Previous wording

The non-controlling interest adjustment for the three months ended June 30, 2026 was $0.1 million as compared to $2.3 million for the three months ended June 30, 2025. This adjustment was primarily due to the decrease in costs relating to permit fees and other standard operating costs.

Current wording

The non-controlling interest adjustment for the three months ended September 30, 2026 was $0.0 million as compared to $0.4 million for the three months ended September 30, 2025. This adjustment was primarily due to the decrease in losses allocated to noncontrolling interest holders related to the Company’s Phosagmex joint venture.

Previous wording

Total revenue for the six months ended June 30, 2026 decreased $0.2 million as compared to the six months ended June 30, 2025, due primarily to the expiration of the Services Agreement with CIC in the third quarter of 2025.

Current wording

Total revenue for the nine months ended September 30, 2026 decreased $0.1 million as compared to the nine months ended September 30, 2025, due primarily to the expiration of the Services Agreement with CIC in the third quarter of 2025.

Previous wording

One company to which we provided services in both periods is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director has an interest in the company (see Note 4 – Related Party Transactions). In addition, during the six months ended June 30, 2026 and 2025, we also provided services to OML, which is also a related party that we account for under the equity method of accounting.

Current wording

One company to which we provided services in 2025 (no services provided in 2026) is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director has an interest in the company (see Note 4 – Related Party Transactions). In addition, during the nine months ended September 30, 2026 and 2025, we also provided services to OML, which is also a related party that we account for under the equity method of accounting.

Previous wording

Marketing, general and administrative expenses for the six months ended June 30, 2026 were $12.8 million, an increase of $7.2 million as compared to $5.6 million for the six months ended June 30, 2025. The increase primarily resulted from an increase of $8.7 million in professional services largely attributable to audit, consulting and legal fees related to the AOM Merger Agreement, and an increase of $0.2 million in share-based compensation expense. This increase was partially offset by a decrease of $1.9 million in director fees resulting from the Mexican Corporate Transactions in 2025 that did not occur in 2026.

Current wording

Marketing, general and administrative expenses for the nine months ended September 30, 2026 were $16.7 million, an increase of $9.8 million as compared to $7.0 million for the nine months ended September 30, 2025. The increase primarily resulted from an $11.1 million increase in professional services, largely attributable to audit, consulting and legal fees related to the AOM Merger

Previous wording

Operations and research expenses for the six months ended June 30, 2026 were $1.4 million, a decrease of $86,000 as compared to $1.3 million for the six months ended June 30, 2025. The decrease period over period was not significant.

Current wording

Operations and research expenses for the nine months ended September 30, 2026 were $1.9 million, a decrease of $160,000 as compared to $2.1 million for the nine months ended September 30, 2025. The decrease period over period was not significant.

Previous wording

Total other income/expense was income of $4.8 million and expense of $11.0 million for the six months ended June 30, 2026 and 2025, respectively, resulting in a change of $15.8 million.

Current wording

Total other income/expense was income of $4.6 million and expense of $22.3 million for the nine months ended September 30, 2026 and 2025, respectively, resulting in a change of $26.9 million.

Previous wording

The change in total other income/expense was attributable to: (i) $13.9 million of changes in fair value of derivative liabilities ($6.5 million gain in the six months ended June 30, 2026 compared to $7.5 million loss in the six months ended June 30, 2025), relating primarily to the change in fair value of warrants, litigation financing liability, and debt conversion embedded derivatives, (ii) a $1.9 million decrease in interest expense, net of interest income, as a majority of the convertible notes were converted during the year ended 2025, and thus not outstanding in the six months ended June 30, 2026, and (iii) $0.4 million decrease in the loss on equity method investment, as Phosagmex commenced in late second quarter of 2025. These were partially offset by $0.3 million in decreased foreign exchange expense.

Current wording

The change in total other income/expense was attributable to: (i) $22.6 million of changes in fair value of derivative liabilities ($6.5 million gain in the nine months ended September 30, 2026 compared to $16.1 million loss in the nine months ended September 30, 2025), relating primarily to the change in fair value of warrants, litigation financing liability, and debt conversion embedded derivatives, (ii) a $3.0 million decrease in interest expense, net of interest income, as a majority of the convertible notes were converted during the year ended 2025, and thus not outstanding in the nine months ended September 30, 2026, (iii) $0.6 million decrease in the loss on equity method investment, as Phosagmex commenced in late second quarter of 2025, and (iv) $0.7 million in decreased foreign exchange expense.

Previous wording

Due to losses and our net operating loss carryforwards, we did not accrue any income taxes for the six months ended June 30, 2026 and 2025.

Current wording

Due to losses and our net operating loss carryforwards, we did not accrue any income taxes for the nine months ended September 30, 2026 and 2025.

Previous wording

The non-controlling interest adjustment in the six months ended June 30, 2026 was $0.3 million as compared to $4.9 million for the six months ended June 30, 2025. This fluctuation is primarily due to changes in ownership in a subsidiary through non-controlling interests in connection with the Company’s investment in ORM and the Mexican Corporate Transactions, as well as a decrease in permit fees and other standard operating costs.

Current wording

The non-controlling interest adjustment in the nine months ended September 30, 2026 was $0.3 million as compared to $5.4 million for the nine months ended September 30, 2025. This fluctuation is primarily due to changes in ownership in a subsidiary through non-controlling interests in connection with the Company’s investment in ORM and the Mexican Corporate Transactions, as well as a decrease in permit fees and other standard operating costs.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2026 was $8.5 million, compared to cash used of $3.9 million for the six months ended June 30, 2025.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 was $14.5 million, compared to cash used of $6.0 million for the nine months ended September 30, 2025.

Previous wording

The net cash used in operating activities for the six months ended June 30, 2026 reflected a net loss before non-controlling interest of $9.3 million. Cash provided by operating activities was adjusted primarily by non-cash items of $4.8 million, including: (i) $6.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) $0.3 million of amortization of the finance liability, (iii) $0.4 million of director and consultant compensation paid in stock, (iv) $0.7 million of loss on equity method investment, and (v) other share-based compensation of $0.3 million. Other operating activities resulted in a decrease in working capital of $5.5 million. This $5.5 million decrease includes a $4.2 million increase to accounts payable, a $1.0 million increase to accrued expenses, and a decrease of $0.3 million in other assets.

Current wording

The net cash used in operating activities for the nine months ended September 30, 2026 reflected a net loss before non-controlling interest of $13.9 million. Cash used in operating activities was adjusted primarily by non-cash items of $4.1 million, including: (i) $6.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) $0.5 million of amortization of the finance liability, (iii) $0.5 million of director and consultant compensation paid in stock, (iv) $1.0 million of loss on equity method investment, and (v) other share-based compensation of $0.4 million. Other operating activities resulted in a decrease in working capital of $3.5 million, which positively impacted cash used in operating activities. This $3.5 million change includes a $2.0 million increase to accounts payable, a $0.9 million increase to accrued expenses, and a decrease of $0.5 million in other assets.

Previous wording

The net cash used in operating activities for the six months ended June 30, 2025 reflected a net loss before non-controlling interest of $17.6 million. Cash provided by operating activities was adjusted primarily by non-cash items of $13.5 million, including: (i) $7.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) the amortization of deferred discount $0.9 million, (iii) note payable accretion of $1.1 million, (iv) share-based compensation of $91,484, and (v) $1.1 million of PIK interest. Other operating activities resulted in an increase in working capital of $0.1 million. This $0.1 million increase includes a $0.1 million increase to accounts payable, a $0.3 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by decreases of $0.2 million in accounts receivable and $0.3 million in other assets.

Current wording

The net cash used in operating activities for the nine months ended September 30, 2025 reflected a net loss before non-controlling interest of $31.1 million. Cash provided by operating activities was adjusted primarily by non-cash items of $25.2 million, including: (i) $16.1 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) the amortization of deferred discount $1.3 million, (iii) note payable accretion of $1.6 million, (iv) $2.2 million exchange in connection with the Mexican Corporate Transactions, (v) $1.7 million of PIK interest, (vi) $1.5 million of loss on equity method investment, (vii) $0.2 million of director and consultant compensation paid in stock and (viii) other share-based compensation of $0.1 million,. Other operating activities resulted in an increase in working capital of $0.1 million. This $0.1 million increase includes a $0.2 million increase to accounts payable, a $0.5 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by decreases of $0.2 million in accounts receivable and $0.4 million in other assets.

Previous wording

There were no cash flows from investing activities for the six months ended June 30, 2026 and 2025.

Current wording

There were no cash flows from investing activities for the nine months ended September 30, 2026. Cash flows used in investing activities for the nine months ended September 30, 2025 consisted of $1,587 of purchases of property and equipment, and $0.2 million of Cash paid for investment in unconsolidated entity.