UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31 , 2021
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-31895
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address and zip code of principal executive offices)
(813 ) 876-1776
(Registrant’s telephone number including area code)
Securities registered pursuant Section 12(b) of the Act:
(Title of each class) |
(Trading symbol) |
(Name of each exchange on which registered) | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☒
Indicate by mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
of the Exchange Act. (Check one): | Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☐ | Smaller reporting company | |||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Act). Yes ☐ No The aggregate market value of the 12.3 million shares of voting stock held by 78.2 million. As of March 8, 2022, the Registrant had 14,349,363 shares of Common Stock outstanding.
non-affiliates
of Odyssey Marine Exploration, Inc. as of June 30, 2021, was approximately $DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form is incorporated by reference to the Company’s Definitive Proxy Statement for the Registrant’s Annual Meeting of Stockholders to be held on June 13, 2022.
10-K
Auditor’s Name: Warren Averett, LLC
Auditor’s Location: Tampa, Florida
Auditor’s PCAOB ID Number: 2226
EXPLANATORY NOTE
Odyssey Marine Exploration, Inc. (the “Company,” “we”, or “our”) is filing this Form
10-K/A
(this “Amendment”) to amend our Annual Report on Form 10-K
for the year ended December 31, 2021, which we filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the “Original Filing”). This Amendment is being filed to amend and restate Item 2 of Part I and Item 9A of Part I in their entirety in response to comments received from the SEC staff with respect to the Original Filing. Other than the items referenced above, this Amendment does not attempt to modify or update the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are or will be addressed in subsequent reports filed by the Company with the SEC. Accordingly, this Amendment should be read in conjunction with the Original Filing. Capitalized terms not defined in this Amendment have the meaning givens to them in the Original Filing.
ITEM 2. PROPERTIES
Corporate Office
We maintain our corporate offices in Tampa, Florida where we lease approximately 6,000 square feet of office space. We currently do not own any buildings or land. We believe our current leased facility is sufficient for our foreseeable needs.
Don Diego Phosphorite Project
Summary
We have one material mining project, the Don Diego Phosphorite Project, which is located in the Mexican Exclusive Economic Zone (the “Mexican EEZ”) offshore Baja California Sur, Mexico in the Pacific Ocean. The exclusive mining concessions for the Don Diego Phosphorite Project are held by Exploraciones Oceánicas S. de R.L. de CV (“ExO”), a Mexican company in which we hold, through other subsidiaries, a 56.3% interest. The Don Diego Phosphorite Project is classified as an exploration stage property because it currently has no mineral reserves disclosed. The primary concession (Don Diego West Phosphorite Deposit) was granted in 2012, and rights for the two additional adjacent concessions (Don Diego Norte and Don Diego Sur) were acquired in 2014.
Qualified Person
The scientific and technical disclosures about the Don Diego Phosphorite Project in this annual report on Form
10-K
have been reviewed and approved by Henry J. Lamb of Mineral Resource Associates. Mr. Lamb is a professional geologist with 40 years’ experience in the exploration, evaluation, development, maintenance, and operation of phosphate rock mines and beneficiation plants in multiple countries. Mr. Lamb is a “qualified person” as defined by Regulation S-K
Subpart 1300 and NI 43-101.
For a description of the key assumptions, parameters and methods used to estimate mineral resources included in this Form 10-K,
as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other relevant factors, please review the 43-101
Technical Report for the Don Diego Phosphorite Project attached as Exhibit 96.01 to this annual report on Form 10-K.
Technical Report
The information that follows relating to the Don Diego Phosphorite Project is, for the most part, derived from, and, in some instances, may be extracted from, the
43-101
technical report entitled “Technical Report: Revised Assessment of the Don Diego West Phosphorite Deposit, Mexican Exclusive Economic Zone (EEZ)” (the “Don Diego Technical Report”), with an effective date of June 30, 2014. Readers should consult the Don Diego Technical Report to obtain further information regarding the Don Diego Phosphorite Project, which is available at www.sec.gov and attached as Exhibit 96.01 to this annual report on Form 10-K.
The Don Diego Technical Report is not incorporated by reference into this annual report on Form 10-K.
Following the submission of the 2014 Technical Report, additional samples from the newly acquired Don Diego Norte concession were analyzed by Mr. Lamb and results were provided to us. No analysis has been done on the Don Diego Sur concession. The NI 43-101
Technical Report and additional updates pertaining to the Norte concession were completed using standard guidelines and protocols. Location and Brief Description
The Don Diego Phosphorite Project concession area is a sedimentary marine phosphorite deposit located in the Mexican EEZ offshore Baja California Sur, Mexico in the Pacific Ocean. The property is located using a multi-point polygonal property demarcation bounded by latitudes 26.1°, 25.60°, and longitudes -112.12°, -112.80° WGS 1984. The property is roughly 20 to 45 kilometers from shore. Following is a map denoting the three concessions in Don Diego in relation to Baja California Sur, Mexico.
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Infrastructure and Access
There is no material infrastructure located on the property where the concessions are located. Access to the site is by
sea-going
vessels dispatched from various nearby ports of opportunity. Project engineering anticipates use of existing dredging technology to recover the phosphorite ore, including a trailer suction hopper dredger, and
on-site
mechanical beneficiation using a floating production and storage platform to produce phosphate rock concentrate. Description of Concessions
Total concessions encompass 1,147 km
2
of seafloor at a water depth of approximately 80 meters and consist of three concessions in total (see the previous map). The concessions were granted to ExO by the Mexican Secretary of Economy, General Coordination of Mining, and are valid for 50 years, with an option for a 50-year
extension. The primary concession was granted in 2012, and rights for the other two concessions (Norte and Sur) were acquired thereafter in 2014. To commence further operations on the Don Diego Phosphorite Project, ExO must obtain approval of its Environmental and Social Impact Assessment (“ESAI”) from the Mexican Secretariat of Environment and Natural Resources. See ExO Phosphate Project in the above ITEM 1. BUSINESS for additional information. The property is subject to rents, fees and other payments to the Government of Mexico or its designated government ministry or agency.
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The anticipated annual obligations for each of the years in the three-year period ending December 31, 2024 are set forth in the table below.
Primary Concession
Year |
Area (Hectares) |
Annual Rent, MxN Pesos, owed semesterly | ||
| 2022 | 80,050.5 | 30,236,658 | ||
| 2023 | 80,050.5 | The above is based on 188.86 MxN per hectare per semester. 2023 will be a similar rate but increase by some inflationary factor e.g. increase the rate per hectare by about 5% | ||
| 2024 | 80,050.5 | The above is based on 188.86 MxN per hectare per semester. 2024 will be a similar rate but increase by some inflationary factor e.g. increase the rate per hectare by about 5% | ||
Norte Concession
Year |
Area (Hectares) |
Annual Rent, Mx Pesos, owed semesterly | ||
| 2022 | 14,300 | 3,069,352 | ||
| 2023 | 14,300 | Will be based on 107.32 MxN per hectare per semester, with an increase in this rate from inflation | ||
| 2024 | 14,300 | Will be based on 188.86 MxN per hectare per semester, with an increase in this rate from inflation | ||
Sur Concession
Year |
Area (Hectares) |
Annual Rent, Mx Pesos, owed semesterly | ||
| 2022 | 20,425 | 4,384,022 | ||
| 2023 | 20,425 | Will be based on 107.32 MxN per hectare per semester, with an increase in this rate from inflation | ||
| 2024 | 20,425 | Will be based on 188.86 MxN per hectare per semester, with an increase in this rate from inflation | ||
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Work Completed
The Don Diego Phosphorite Project is in the exploration stage with sufficient data to confirm the geological continuity of the deposit and the estimation of measured, indicated and inferred resource tonnes of resource. ExO, through exploration operations conducted by Odyssey, explored the area, characterized the environmental baseline to enable drafting of the ESAI, and acquired approximately 200 vibracore samples for assay. These cores were split into over 800 individual strata core units each of approximately 1 meter length. The cores were assayed at Florida Industrial and Phosphate Research Institute in Bartow, Florida under the guidance of Mr. Lamb.
Previous Operations
The mineral concession granted by the Government of Mexico to ExO is believed to be the first for the subject property. Nearby concessions have been granted to Innophos Holdings, Inc. (“Innophos”) and PhosMex Corporation (“PhosMex”) that are adjacent to and are a window within the Don Diego mineral concession. Innophos may have conducted an exploration program on its adjacent property of an estimated 13,474 hectares. However, the details and any findings have not been distributed in the public domain. There is no evidence of significant mineral exploration activities within the concession area held by PhosMex.
Assessment Results
The Don Diego Technical Report describes the exploration program for the Don Diego Mineral Concession as the most detailed phosphorite production-based exploration program to be executed in the Offshore Baja California Phosphorite District. The exploration concept was to explore the area using known technologies applied to the marine environment to locate a suitable phosphorite deposit capable of sustaining the production of 3.0 to 3.5 million tonnes per year of phosphate rock concentrates with suitable chemical characteristics for the production of phosphoric acid using one of the established wet processes for a period of not less than 20 years.
The keys conclusions of the Don Diego Technical Report, which covered a portion of the original primary concession area granted in 2012 are:
| • | The Don Diego Mineral Concession contains an enriched, sedimentary marine phosphorite with the potential to yield a commercial phosphate rock concentrate using known procedures for mining (dredging) and mineral processing (washing, sizing, attrition, flotation and density separation). |
| • | The measured phosphorite resource for the Don Diego West Phosphorite Deposit is estimated at 106.9 million tonnes at 18.44% P 2 O5 contained within an area of 27.83 km2 . The average overburden thickness is 1.04 meters overlying an average of 2.75 meters of phosphorite. |
| • | The indicated phosphorite resource for the Don Diego West Phosphorite Deposit is estimated at 220.3 million ore tonnes at 18.71% P 2 O5 contained within an area of 55.49 km2 . The average overburden thickness is 1.16 meters overlying an average of 2.82 meters of phosphorite. |
| • | The inferred phosphorite resource for the Don Diego West Phosphorite Deposit is estimated at 166.4 million ore tonnes at 18.89% P 2 O5 contained within an area of 40.74 km2 . The average overburden thickness is 1.34 meters overlying an average of 2.97 meters of phosphorite. |
| • | The geologic boundaries of the Don Diego West Phosphorite Deposit appear to be open to the northwest, to the southeast, at depth and to the west. Future drilling results coupled with appropriate sampling and laboratory testing have the potential to further define the geologic continuity of the deposit and increase the mineral resource estimate. |
| • | Preliminary assaying and metallurgical testing of the core samples at approximately one-meter intervals indicates the potential to produce a phosphate rock concentrate at 28% to 30% P2 O5 with a favorable CaO/P2 O5 ratio of 1.5 to 1.55 and a Minor Element Ratio (MER) of 0.07 to 0.08. The chemical analysis suggests that the concentrate would be suitable for the production of phosphoric acid using the wet process methods. |
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| • | Additional analysis was performed by the qualified person on the Norte concession. Conclusions were reported as below and are in addition to the Technical Report; the table reported in the Phosphorite Resources subsection considers the overall reported resource statistics in the primary concession plus the Norte concession. |
| • | The measured phosphorite resource for the Don Diego Norte Concession is estimated at 8 million tonnes at 14.95% P 2 O5 contained within an area of 2.25 km2 . The average overburden thickness is 0.89 meters overlying an average of 2.51 meters of phosphorite. |
| • | The indicated phosphorite resource for the Don Diego Norte Concession is estimated at 23.3 million ore tonnes at 15.04% P 2 O5 contained within an area of 6.58 km2 . The average overburden thickness is 0.89 meters overlying an average of 2.49 meters of phosphorite. |
| • | The inferred phosphorite resource for the Don Diego Norte Concession is estimated at 63.4 million ore tonnes at 14.94% P 2 O5 contained within an area of 17.89 km2 . The average overburden thickness is 0.87 meters overlying an average of 2.53 meters of phosphorite. |
Material Assumptions, Parameters, and Methods
The Don Diego Technical Report (Section 17.3) sets forth the material assumptions, parameters, and methods used to estimate phosphorite resources as follows:
| • | The category estimates are based on 199 drill holes representing 746.6 meters of drilling and 761 sample intervals. Based on laboratory physical and chemical tests results, the raw data was calculated for each sample interval (strata) and the quantity and quality of each component was reported. Detailed size distribution data was summarized into coarse waste (+20 mesh), flotation feed (-20+150 mesh) and fine waste (-150 mesh) and the estimated quantity and quality for each was reported. |
| • | Flotation tests have established certain parameters (concentrate %P 2 O5 and insol, tailings % P2 O5 and insol, and recovery factors) from a broad geographic range of sample locations at various depths and ore grades. These parameters were used to establish formulae for estimating the concentrate tonnes, % P2 O5 and insol for each strata containing an acceptable ore quantity and quality. [Based on critical physical and chemical characteristics that are directly correlated with Capital Investment and Operating Cost, each strata was classified as waste, marginal and mineable. Waste strata having a high Ore to Concentrate tonnage Ratio, a high Flotation Feed to Concentrate tonnage Ratio, or a low Concentrate P2 O5 content and lying above a marginal or mineable strata is identified as overburden. The overburden could be removed and discarded in a non-mineralized (sterile) area prior to mining and processing the underlying phosphorite strata. The marginal strata will have a lower economic value but when blended with the mineable strata in a well-defined mine plan could make a positive economic contribution. The mineral strata have favorable physical, chemical and economic characteristics. |
| • | The resource calculation procedure is based on the geologic data and laboratory testing of the core samples obtained from the drilling program, the reduction of the data into strata calculation reports and compilation of the marginal and mineable strata into mineable hole composites. |
| • | Using a conventional polygonal area of influence to weight each mineable hole, the measured, indicated and inferred phosphorite resources were calculated. The chemical characteristics are weight averaged with the tonnes as the weighting factor. |
| • | Measured resources are based on those holes within the transverse cross-sections where the distance between drill holes is approximately 500 meters and the geologic continuity along the primary axis is considered to be 500 meters. Thus, the area of influence is 0.25 km 2 . |
| • | Indicated resources have an area of influence for each drill hole equal to 1.0 km 2 (500 meters by 2,000 meters). The area of influence for the inferred resources is variable and typically extends midway between transect lines. |
| • | The resources have been estimated as if the final product is to be a feedstock for a wet process phosphoric acid plant to produce end product phosphoric acid for the fertilizer market. The resources are subject to modification based on the requirements of the end user process such as direct application or SSP (single superphosphate). |
Description of Sampling Methods
Piston Core and
One-Pass
Samples.one-pass
core barrel did not have liners; therefore, the material was hydraulically extruded into a core tray. For each one-pass
core, the core was photographed and described. For both types of samples, visual descriptions used a 10-power
hand lens and grain size card to determine grain size, sorting, roundness, presence of pelletal phosphorite, and shell fragment size. Colors were determined using Munsell soil color charts. Benthic infauna found within the samples were photographed, measured and identified. The archived core liner was capped and secured on both ends and labeled with appropriate identification. The archived piston core tubes, containing the undisturbed samples, were stored until returning to port (San Diego, California) where the samples were securely packaged, with a chain of custody identifying the contents of each package, and shipped by a commercial carrier to the Florida Industrial and Phosphate Research Institute (FIPR) laboratory in Bartow, Florida. Rossfelder Core Samples
1.2-m
sections and point sampled. Visual descriptions used a 10-power
hand lens and grain size card to determine grain size, sorting, roundness, presence of pelletal phosphorite, and shell fragment size. Colors were determined using Munsell soil color charts. Benthic infauna found within the samples were photographed, measured and identified. The 1-m
core liner sections were capped and secured on both ends, labeled with appropriate identifiers, and shipped by a commercial carrier to the FIPR laboratory. Only the samples from the Rossfelder Vibracore were used in the preparation of the Don Diego West Phosphorite Deposit resource estimate. 5
ROV Samples
10-power
hand lens and grain size card to determine grain size, sorting, roundness, presence of pelletal phosphorite, and shell fragment size. Colors were determined using a Munsell soil color chart. Any benthic infauna found within the samples were photographed, measured and identified. No ROV samples were archived. Internal Controls
Assay was overseen by a qualified person and performed in line with the procedures of the Association of Fertilizer and Phosphate Chemists (AFPC) at an experienced laboratory. Quality assurance and control measures included duplicate assays and the use of both blank and reference materials at select intervals. Uniform sample preparation, digestion, and spectral analysis procedures were followed. Measures are detailed is sections 13 and 14 and Appendix G in the attached
43-101
Technical Report for the Don Diego Phosphorite Project as Exhibit 96.01 to this annual report on Form 10-K.
Related Matters
This annual report on Form
10-K
does not include a resource estimate for the Don Diego Phosphorite Project because we do not have a technical report summary for the project that meets the requirements of Item 601(b)(96) of Regulation S-K
and cannot obtain one without unreasonable expense or delay. ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information we are required to disclose in reports that we file with or furnish to the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC. An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in . Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.
Internal Control-Integrated Framework (2013 edition)
Internal Controls over Financial Reporting
Management’s report on our internal controls over financial reporting can be found in the financial statement section of this report. There have been no significant changes in the Company’s internal controls over financial reporting as of December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder duly authorized.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||
| Dated: July 18, 2022 | ||||||
| By: | /s/ Christopher E. Jones | |||||
| Chief Financial Officer | ||||||
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