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(Bloomberg) — American Ocean Minerals Corp., a deep-sea exploration company led by former Rio Tinto Chief Executive Officer Tom Albanese, is combining with Odyssey Marine Exploration Inc. in a reverse merger.
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The all-stock deal values the combined company at about $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.
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As part of the transaction, a group of institutional investors have committed to a $150 million private placement and a $75 million pre-public financing. Citigroup Inc. and Cantor Fitzgerald LP arranged the placement, while Moelis & Co. was financial adviser to Odyssey.
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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.
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The deal is expected to close late in the second quarter or early in the third, the companies said.
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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.
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The deal comes as the US and its allies seek new sources of critical minerals used in batteries, industrial manufacturing and defense supply chains, amid growing concern over reliance on a small number of producer countries.
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“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 premiere manufacturing economy, and also industrialize, 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.
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“American Ocean Minerals holds two of three key licenses there and has already invested more than $40 million working on the environmental work and base-line analysis required for the regulatory proceed,” Justh said.
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The company plans to focus on polymetallic nodules — potato-size ocean-floor deposits rich in minerals essential for electrification, batteries and steelmaking.
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Rising demand for these critical minerals with limited supply is increasing the urgency to develop alternative sources.
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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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(Updates with details from statement starting in second paragraph.)
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