Odyssey Marine Exploration Announces Closing of $16.5 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Odyssey Marine Exploration, Inc. (NASDAQ:OMEX) ("Odyssey Marine Exploration" or "Company"), a global subsea mineral exploration and development company, today announced the closing of its previously announced registered direct offering with certain institutional investors, pursuant to which the Company sold approximately $16.5 million worth of its common stock and warrants.

Under the terms of the subscription agreements, the Company sold approximately 4.9 million units ("Units"). Each Unit consists of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant to purchase one share of Common Stock (the "Warrant"). The Warrants will be exercisable at any time beginning six months after the date of issuance and ending on the fifth anniversary of issuance. The Warrants have an exercise price of $3.35 per share. The purchase price for each Unit was $3.35.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $16.5 million, before deducting the placement agent's fees and other estimated offering expenses.

The Company intends to use the net proceeds from the offering for debt reduction and general corporate purposes.

EF Hutton, division of Benchmark Investments, LLC, acted as exclusive placement agent for the offering.

The securities described above were offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-261592) filed with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on December 23, 2021, and the accompanying prospectus contained therein.

The offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The final prospectus supplement and accompanying base prospectus relating to the securities being offered in the registered direct offering were filed with the SEC on June 10, 2022.

Copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained on the SEC's website at http://www.sec.gov or by contacting EF Hutton, division of Benchmark Investments, LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at [email protected], or by telephone at (212) 404-7002.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Odyssey Marine Exploration

Odyssey Marine Exploration, Inc. (NASDAQ:OMEX) is a deep-ocean exploration pioneer engaged in the discovery, validation and development of high-value seafloor resources in a socially and environmentally responsible manner. Odyssey's growing project portfolio includes different mineral sets in various jurisdictions around the world. Odyssey also provides marine services for private clients and governments. For additional details, please visit www.odysseymarine.com.

Forward-Looking Statements

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, 2021, which was filed with the Securities and Exchange Commission on March 31, 2022. 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.

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