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Odyssey Marine Exploration Prepared for Strong 2021 with Increased NAFTA Funding and 2020 Successes

December 23, 2020

Odyssey Marine Exploration Prepared for Strong 2021 with Increased NAFTA Funding and 2020 Successes

Odyssey Marine Exploration, Inc. (NASDAQ:OMEX), a deep-ocean exploration pioneer engaged in the discovery, development and extraction of deep-ocean minerals, has secured up to an additional $10 million to support its pending North American Free Trade Agreement (NAFTA) claim against Mexico and provided an update on the successful execution of Odyssey’s 2020 business plan objectives.

The NAFTA claim relates to the unlawful denial of the environmental permit for subsidiary Exploraciones Oceanicas’ (ExO’s) offshore phosphate project. Odyssey’s existing litigation funder, Poplar Grove, LLC, has agreed to provide up to an additional $10 million to fully support the NAFTA claim under substantially the same terms as our prior agreement. Poplar Grove is managed by Drumcliffe LLC, a private investment management firm that oversees a high-value litigation funding portfolio representing more than $14 billion in claims.

“Drumcliffe’s sole focus is to finance and support the recovery of value for the victims of global fraud, corruption and wrongdoing. The strength of the First Memorial filed by Odyssey in this case reinforces our belief in a successful outcome and supports our decision to invest additional capital to fund the case through the hearing and anticipated award,” explained James C. Little, CEO of Drumcliffe.

“One of our key objectives for 2020 was advancing the realization of value from the significant investment we have made in our ExO Phosphate Project in Mexico,” stated Mark D. Gordon, Chairman and CEO of Odyssey. In September, we filed a strong and compelling First Memorial in the NAFTA case. It was the culmination of many months of work by our legal team at Cooley, supported by our internal project development and research team, to gather documentary evidence and 20 expert reports and witness statements that demonstrate the merits of the case, the strategic size and grade of the resource, the operational viability of the project, and the project’s value. We are extremely confident in our case and, with the addition of the expanded funding commitment from Poplar Grove, we are prepared to take the case through to its final conclusion to realize the more than $2 billion value of this asset.

“In addition to making substantial progress on the ExO Phosphate Project, the Odyssey team has continued to move the business forward by advancing the development and value of our diversified mineral project portfolio and positioning the company for significant successes in the coming 18 months. Our achievements, despite being in the middle of a once-in-a-century worldwide pandemic, are a tribute to our dedicated team of professionals who tirelessly work to live our core values and achieve the ambitious goals we set for ourselves. Investors’ confidence in our business plan and the progress we continue to demonstrate enabled us to achieve a major goal of securing multi-year operational funding,” added Gordon.

Realizing the Value from the ExO Project:

Odyssey’s most significant project is the ExO Phosphate Project in Mexico, which is one of the largest and highest quality phosphate sands deposits in the world. It is currently the subject of $2.36 billion claim against Mexico under NAFTA. In early September, Odyssey’s legal team filed the First Memorial in the case alleging that Mexico’s prior political administration wrongfully denied environmental approval of the ExO Phosphate Project in breach of NAFTA.

In 2012, ExO was granted a 50-year mining license by Mexico (extendable for another 50 years at ExO’s option) for the deposit that lies 25-40 km offshore in Baja California Sur. The company spent more than three years preparing an environmentally sustainable development plan with the assistance of experts in marine dredging and leading environmental scientists from around the world. Key features of the environmental plan included:

  • No chemicals would be used in the dredging process or released into the sea
  • A specialized return down pipe that exceeds international best practices to manage the return of dredged sands close to the seabed, limiting plume or impact to the water column and marine ecosystem (including primary production)
  • The seabed would be restored after dredging in such a way as to promote rapid regeneration of seabed organisms in dredged areas
  • Ecotoxicology tests demonstrated that the dredging and return of sediment to the seabed would not have toxic effects on organisms
  • Sound propagation studies concluded that noise levels generated during dredging would be similar to whale-watching vessels, merchant ships and fisherman’s ships that already regularly transit this area, proving the system is not a threat to marine mammals
  • Dredging limited to less than one square kilometer each year, which means the project would operate in only a tiny proportion of the concession area each year
  • Proven turtle protection measures were incorporated even though the deposit and the dredging activity are much deeper and colder than where turtles feed and live, making material harm to the species unfeasible
  • There will be no material impact on local fisheries as fishermen have historically avoided the water column directly above the deposit due to the naturally low occurrence of fish there
  • The project would not be visible from the shoreline and would not impact tourism or coastal activities
  • Precautionary mitigation measures were incorporated into the development plan in line with best-practice global operational standards
  • The technology proposed to recover the phosphate sands has been safely used in Mexican waters for over 20 years on more than 200 projects by ExO’s operating partner, illustrating the hypocrisy of the denial of the environmental permit for the project, especially when one considers that Mexico approved much higher impact dredging projects in areas that its own environmental agency deemed “environmentally sensitive areas” during this same time period.
Notwithstanding the factors stated above, the Mexican Ministry of the Environment and Natural Resources (SEMARNAT) unlawfully rejected the permission to move forward with the project, even after the Federal Court of Administrative Justice (TFJA) unanimously ruled that this rejection was unlawful and ordered SEMARNAT to re-take its decision in 2018. To date, SEMARNAT has not been able to present any proof that supports a legal basis for rejecting this project, and its actions have deprived the Mexican people from realizing the tremendous societal and economic benefits this project would deliver. ExO is once again challenging the unlawful decision of the Peña Nieto administration before the TFJA. The case is being heard before the same tribunal that previously ruled that Mexico acted unlawfully in their rejection of the environmental approval of the ExO Phosphate Project. In addition, Mexico is facing an arbitration before an international tribunal for breaching the investment protection provisions under NAFTA. ExO is seeking compensation of over $2 billion on the basis that SEMARNAT’s wrongful repeated denial of authorization has destroyed the value of its investment in the country and is in violation of the following provisions of NAFTA:
  • Article 1102. National Treatment.
  • Article 1105. Minimum Standard of Treatment; and
  • Article 1110. Expropriation and compensation.

The First Memorial in the NAFTA case was filed in September. It is supported by documentary evidence and 20 expert reports and witness statements.  In summary, this evidence includes:

  • MERITS:  Testimony from independent environmental experts that the environmental impact of ExO’s phosphate project is minimal and readily mitigated by the mitigation measures proposed by ExO.  Witnesses also testified that Mexico’s denial of environmental approval by the prior administration was politically motivated and not justified on environmental grounds, and that Mexico granted environmental permits to similar dredging projects in areas that are considered more environmentally sensitive than ExO’s project location.
  • RESOURCE:  An independent certified marine geologist testified as to the size and character of the resource.
  • OPERATIONAL VIABILITY:  Engineering experts testified that the project uses established dredging and processing technology, and the project’s anticipated CAPEX and OPEX was reasonable.
  • VALUE:  A Phosphate market analyst testified that the project’s projected CAPEX and OPEX would make the project one of the lowest cost phosphate rock resources in the world, and damages experts testified the project would be commercially viable and profitable.

This NAFTA arbitration is being administered by the International Centre for Settlement of Investment Disputes (ICSID) and it is expected that a redacted version of the First Memorial will be available to the public shortly. Once the Memorial is made available by ICSID, Odyssey will provide a link to the filing on its website, www.odysseymarine.com.

The NAFTA hearing is scheduled to take place in January 2022 unless settled earlier by the parties.

Increasing Portfolio Value

Odyssey increases the value of its mineral portfolio in multiple ways: adding new projects to the portfolio through development or acquisition, gaining or increasing equity ownership in mineral projects through investment or a leveraged contracting model, and by de-risking projects and moving them up the value curve toward full operating production.

During 2020, in addition to the ExO phosphate project, Odyssey worked on further developing the value of two highly prospective subsea mineral projects, CIC and Lihir Subsea Gold. The company is also actively developing new projects through its proprietary Global Prospectivity Program, with the goal of identifying new, highly valuable and societally significant subsea resources.

CIC: Odyssey is a member of the CIC Consortium, which is seeking an exploration license in an island nation’s Exclusive Economic Zone. The CIC Consortium was founded and is led by Odyssey co-founder and former CEO, Greg Stemm, and includes Royal Boskalis Westminster NV and Odyssey Marine Exploration.

Through a wholly owned subsidiary, Odyssey Marine Minerals, Odyssey has already acquired 15 million shares (representing approximately 12% of current outstanding shares of this project) through the provision of services related to resource assessment, project planning, research and project management, and Odyssey has an option to acquire an additional 5 million shares.

Lihir Subsea Gold: The project’s license area is adjacent to Lihir Island in Papua New Guinea where one of the world’s largest known terrestrial gold deposits is currently being mined and processed by Newcrest Mining. The license area includes at least five prospective exploration targets in two different mineralization types: seamount-related epithermal and modern placer gold. Odyssey owns approximately 80% of the Bismarck Mining Corporation, Ltd, the Papua New Guinea company that holds the exploration license.

While the COVID-19 pandemic delayed plans for additional offshore exploration work in 2020, presentations to the public were made in December 2020 in compliance with and in support of the regulatory process in PNG. Upon renewal of the exploration license, work will begin with the goal of conducting offshore validation work in 2021. “We are extremely excited to complete the exploration program to verify and quantify the mineralization of this potentially valuable resource and to fully understand the environmental setting in which it lies. We were on the cusp of executing this program in 2020 when the pandemic hit, making marine operations impossible to execute. The renewal will allow us to execute the same exploration program that was approved in the last license period,” said John Longley, President & COO of Odyssey.

About Odyssey Marine Exploration Odyssey Marine Exploration, Inc. (Nasdaq:OMEX) is engaged in deep-ocean exploration using innovative methods and state-of-the-art technology to provide access to critical resources worldwide. Our core focus is the discovery, development and extraction of deep-ocean minerals. Odyssey also provides marine services for private clients and governments. For additional details, please visit www.odysseymarine.com.

Forward Looking Information Odyssey Marine Exploration believes the information set forth in this Press Release may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 30, 2020. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey’s projections will depend upon unpredictable future events, many of which are beyond Odyssey’s control and, accordingly, no assurance can be given that Odyssey’s assumptions will prove true or that its projected results will be achieved.

Cautionary Note to U.S. Investors The U.S. Securities and Exchange Commission (SEC) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this press release, such as “measured”, “indicated,” “inferred” and “resources,” which the SEC guidelines strictly prohibit us from including in our filings with the SEC. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. U.S. investors are cautioned not to assume that part or all of the inferred mineral resource exists, or is economically or legally mineable, and are urged to consider closely the disclosures in our Form 10-K which may be secured from us or from the SEC’s website at http://www.sec.gov/edgar.shtml.

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Announcements Case Developments Commercial

High Court Refuses BHP Permission to Appeal Landmark Mariana Liability Judgment 

By John Freund |

Pogust Goodhead welcomes the decision of Mrs Justice O’Farrell DBE refusing BHP’s application for permission to appeal the High Court’s judgment on liability in the Mariana disaster litigation. The ruling marks a major step forward in the pursuit of justice for over 620,000 Brazilian claimants affected by the worst environmental disaster in the country’s history. 

The refusal leaves the High Court’s findings undisturbed at first instance: that BHP is liable under Brazilian law for its role in the catastrophic collapse of the Fundão dam in 2015. In a landmark ruling handed down last November, the Court found the collapse was caused by BHP’s negligence, imprudence and/or lack of skill, confirmed that all claimants are in time and stated that municipalities can pursue their claims in England. 

In today’s ruling, following the consequentials hearing held last December, the court concluded that BHP’s proposed grounds of appeal have “no real prospect of success”. 

In her judgment, Mrs Justice O’Farrell stated:  “In summary, despite the clear and careful submissions of Ms Fatima KC, leading counsel for the defendants, the appeal has no real prospect of success. There is no other compelling reason for the appeal to be heard. Although the Judgment may be of interest to other parties in other jurisdictions, it is a decision on issues of Brazilian law established as fact in this jurisdiction, together with factual and expert evidence. For the above reasons, permission to appeal is refused”. 

At the December hearing, the claimants - represented by Pogust Goodhead - argued that BHP’s application was an attempt to overturn detailed findings of fact reached after an extensive five-month trial, by recasting its disagreement with the outcome as alleged procedural flaws. The claimants submitted that appellate courts do not re-try factual findings and that BHP’s approach was, in substance, an attempt to secure a retrial. 

Today’s judgment confirmed that the liability judgment involved findings of Brazilian law as fact, based on extensive expert and factual evidence, and rejected the defendants’ arguments, who now have 28 days to apply to the Court of Appeal.  

Jonathan Wheeler, Partner at Pogust Goodhead and lead of the Mariana litigation, said:  “This is a major step forward. Today’s decision reinforces the strength and robustness of the High Court’s findings and brings hundreds of thousands of claimants a step closer to redress for the immense harm they have suffered.” 

“BHP’s application for permission to appeal shows it continues to treat this as a case to be managed, not a humanitarian and environmental disaster that demands a just outcome. Every further procedural manoeuvre brings more delay, more cost and more harm for people who have already waited more than a decade for proper compensation.” 

Mônica dos Santos, a resident of Bento Rodrigues (a district in Mariana) whose house was buried by the avalanche of tailings, commented:  "This is an important victory. Ten years have passed since the crime, and more than 80 residents of Bento Rodrigues have died without receiving their new homes. Hundreds of us have not received fair compensation for what we have been through. It is unacceptable that, after so much suffering and so many lives interrupted, the company is still trying to delay the process to escape its responsibility." 

Legal costs 

The Court confirmed that the claimants were the successful party and ordered the defendants to pay 90% of the claimants’ Stage 1 Trial costs, subject to detailed assessment, and to make a £43 million payment on account. The Court also made clear that the order relates to Stage 1 Trial costs only; broader case costs will depend on the ultimate outcome of the proceedings. 

The costs award reflects the scale and complexity of the Mariana case and the way PG has conducted this litigation for more than seven years on a no-win, no-fee basis - funding an unprecedented claimant cohort and extensive client-facing infrastructure in Brazil without charging clients. This recovery is separate from any damages award and does not reduce, replace or affect the compensation clients may ultimately receive. 

Announcements Commercial Fundraising

Sigma Funding Secures $35,000,000 Credit Facility, Bryant Park Capital Serves as Financial Advisor

By John Freund |

Bryant Park Capital (“BPC”) announced today that Sigma Funding has recently closed a $35 million senior credit facility with a bank lender. Sigma Funding is a rapidly growing litigation finance company focused on providing capital solutions across the legal ecosystem.

Sigma’s experienced executive team oversees a portfolio of businesses spanning insurance-linked litigation and other sectors, bringing a proven track record of successful growth and meaningful exits.

Bryant Park Capital, a leading middle-market investment bank, served as financial advisor to Sigma Funding in connection with the transaction.

“Bryant Park Capital was an indispensable advisor to Sigma and worked closely with our management team throughout the process,” said Charlit Bonilla, CEO of Sigma Funding. “BPC’s experience in the litigation finance space was critical in identifying potential banking partners and ultimately structuring our credit facility. Their extensive industry knowledge helped bring this deal to a successful close, and we are grateful for their support. We look forward to doing more business with the BPC team.”

About Sigma Funding

Founded in 2021, Sigma Funding is a leading New York–based litigation funding platform that provides pre- and post-settlement advances to plaintiffs involved in contingency lawsuits, as well as financing solutions for healthcare providers and attorneys. The company is the successor to the founders’ prior venture, Anchor Fundings, a pre-settlement litigation funder that was acquired by a competitor. 

For more information about Sigma Funding, please visit www.sigmafunding.com.

About Bryant Park Capital

Bryant Park Capital is an investment bank providing M&A and corporate finance advisory services to emerging growth and middle-market public and private companies. BPC has deep expertise across several sectors, including specialty finance and financial services. The firm has raised various forms of credit and growth equity and has advised on mergers and acquisitions for its clients. BPC professionals have completed more than 400 engagements representing an aggregate transaction value exceeding $30 billion.

For more information about Bryant Park Capital, please visit www.bryantparkcapital.com.

Announcements Commercial Deals

Apex Group Ltd Selected to Support Seven Stars Legal Group Ltd’s Pioneering Tokenised Litigation Fund in Dubai

By John Freund |

Apex Group Ltd (“Apex Group”), one of the world's largest fund administration and solutions providers, today announced it has been selected to provide fund administration and digital asset infrastructure for the anticipated Seven Stars Legal Group Ltd (“Seven Stars”) Tokenised Litigation Fund, a pioneering investment vehicle that will combine institutional-grade litigation finance with blockchain technology.

The proposed fund, targeting GBP 50-250 million in commitments with an anticipated first close of GBP 50 million by March 31, 2026, represents a significant innovation in alternative investments. Once launched, the tokenised structure is expected to reduce traditional investment minimums from GBP 1 million to GBP 50,000, making institutional-quality litigation finance accessible to a broader range of qualified investors.

Subject to regulatory approvals and successful fund structuring, Apex Group is positioned to provide comprehensive fund administration services, while its digital asset platform, Apex Digital 3.0 (including Tokeny), would handle the token issuance and management infrastructure. This dual capability positions Apex Group as the sole provider managing both traditional fund administration and digital asset components under one unified platform.

Upon launch, Seven Stars will act as Investment Manager responsible for portfolio selection and management.

“Our selection to support Seven Stars' innovative fund structure exemplifies our commitment to bridging traditional finance with digital innovation,” said Agnes Mazurek, Global Head of Digital Assets at Apex Group. “By providing both conventional fund administration and tokenisation infrastructure, we're positioned to help fund managers unlock new distribution channels and operational efficiencies while maintaining institutional-grade governance and compliance standards.”

Offering up to a capped 16% annual return backed by diversified UK litigation portfolios, Seven Stars brings significant experience to the venture, having already deployed over GBP 44 million in UK litigation finance and funded more than 56,000 legal claims with a proven track record of performance, together with a team which includes leading Silk, Louis Doyle KC, who sits on the board and Advisory Committee at Seven Stars.

“Apex Group's expertise in both traditional fund administration and digital assets makes them the ideal partner for this groundbreaking initiative,” said Leon Clarance, Chief Strategy Officer at Seven Stars. "Their infrastructure will enable us to deliver the operational efficiency gains of tokenisation while maintaining the rigorous compliance and reporting standards our institutional investors expect.”

Mazurek added: “We are pleased to be supporting Seven Stars in this groundbreaking project. Our mission at Apex Group is to help clients bridge the TradFi and DeFi universes and this project perfectly represents this connectivity.”

Planned Partnership Capabilities

The anticipated partnership would leverage several key Apex Group capabilities:

  • Fund Administration: NAV calculation, investor services, and regulatory reporting 
  • Digital Asset Infrastructure: Token issuance, custody, and lifecycle management via Apex Digital 3.0
  • Regulatory Compliance: Full regulatory oversight and compliance monitoring 
  • Investor Onboarding: Streamlined KYC/AML processes for both traditional and digital investors

The proposed tokenised structure would enable secondary trading after a 6-month lock-in period, providing liquidity options traditionally unavailable in litigation finance funds. Smart contract automation is projected to reduce administrative costs by up to 90%, with anticipated savings passed through to investors.

This announcement follows Apex Group's recent expansion of its digital asset capabilities in the DIFC, positioning the firm as a leader in supporting the convergence of traditional finance and blockchain technology in the Middle East's premier financial hub.

About Apex Group

Apex Group is dedicated to driving positive change in financial services while supporting the growth and ambitions of asset managers, allocators, financial institutions, and family offices. Established in Bermuda in 2003, the Group has continually disrupted the industry through its investment in innovation and talent.

Today, Apex Group sets the pace in fund and asset servicing and stands out for its unique single-source solution and unified cross asset-class platform which supports the entire value chain, harnesses leading innovative technology, and benefits from cross-jurisdictional expertise delivered by a long-standing management team and over 13,000 highly integrated professionals.   

Apex Group leads the industry with a broad and unmatched range of services, including capital raising, business and corporate management, fund and investor administration, portfolio and investment administration, ESG, capital markets and transactions support. These services are tailored to each client and are delivered both at the Group level and via specialist subsidiary brands.

The Apex Foundation, a not-for-profit entity, is the Group’s passionate commitment to empower sustainable change. 

About Seven Stars Legal

Seven Stars Legal is a specialist litigation finance provider focused on high-volume, precedent-based UK consumer claims. Founded by a team with over GBP 380 million in litigation finance experience, the company provides institutional investors with access to uncorrelated, asset-backed returns through secured lending to regulated UK law firms. Seven Stars has funded over 56,000 claims since 2022, maintaining a zero-default track record through its multi-layered security framework and AI-enhanced due diligence processes