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EX-99.1 - PRESS RELEASE - ODYSSEY MARINE EXPLORATION INCdex991.htm
8-K - FORM 8-K - ODYSSEY MARINE EXPLORATION INCd8k.htm
Follow-On Offering
Roadshow Presentation
June 2011
Exhibit 99.2


Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus after filing if you request it by calling (813) 876-1776.
2
Safe Harbor Statement
Forward Looking Statements
Odyssey Marine Exploration believes the information set forth in this presentation 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. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements
including those made in this presentation. Certain factors that could cause results to differ materially from those projected in the
forward-looking statements are set forth in "Risk Factors" in the Part I, Item 1A of the Company's Annual Report on Form 10-K for the
year ended December 31, 2010, which was filed with the Securities and Exchange Commission on February 28, 2011. All forward-
looking statements are based on information available to management on this date, and Odyssey Marine Exploration, Inc. assumes
no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Industry Information
Information regarding market and industry statistics contained in this presentation is based on information available to us that we
believe is accurate. It is generally based on management estimates and publications that are not produced for investment or
economic analysis.
The financial and operating projections are based solely on the assumptions developed by Odyssey that it believes are reasonable.
The financial and operating projections are based upon information available to Odyssey as of the date of the presentation, 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, that its projected results will be achieved, or
that variations between the projections and actual future results will not be material.
Additionally, the information contained in the presentation was prepared to assist interested parties in making their own evaluation of
Odyssey and does not purport to contain all the information that a prospective investor may desire. The information in the
presentation is for background purposes only and is subject to change.  In all cases, interested parties should conduct their own
investigation, analysis and evaluation of Odyssey and the information set forth in the presentation.
Notice of Prospectus
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed
with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC website at
www.sec.gov.


Offering Summary
Issuer:
Odyssey Marine Exploration (NASDAQ: OMEX)
Offering:
Underwritten Follow-On Offering
Offering Size:
4.0 Million Shares
Over-Allotment:
15%
Use of Proceeds:
-
Search & Recovery Projects
-
Working Capital and General Corporate Purposes
Bookrunner:
Craig-Hallum Capital Group
Co-Manager:
B. Riley & Co.
Expected Pricing:
June 15
, 2011
Management:
Greg Stemm –
Chief Executive Officer
Mark Gordon –
President & Chief Operating Officer
Mike Holmes –
Chief Financial Officer
3
th


Investment Highlights
4
Strongest backlog of advanced-stage shipwreck
projects in company history
5 potential recoveries in next 12-18 months
Raising capital primarily to:
Accelerate operations on several shipwreck search
and recovery projects
To take advantage of opportunities in deep ocean
mining
Enable monetization of deep ocean assets –
shipwrecks and minerals:
Targeting approximately 100 high value shipwrecks
with total cargo value estimated in billions of dollars
Leading position in emerging field of deep ocean
mineral exploration and mining
Monetization of recovered assets over multi-year
period will generate significant recurring revenue
Building partnership model with nations


Shipwreck Industry
Large, underserved markets
UNESCO estimates over 3 million shipwrecks in
the world
OMEX proprietary database contains over 6,000
targets
Includes a minimum of 100 potential high-value
targets (each >$50MM retail)
Potential value in the billions of dollars
Recovered shipwreck cargo monetized in
various markets
Collectors
o
$10 billion annual US retail coin collectors market
o
Sold at a premium (20-300 times commodity value)
with longer sales period
Commodities markets
o
Sold at commodities pricing very quickly
Nations seeking to collect and manage heritage
5


A World Leader: Deep-Ocean Shipwreck Exploration
Over $100MM invested in technology,
infrastructure and operations
17 years of experience
Advanced technological capabilities
World-class archaeological expertise and
experience
Knowledgeable and skilled marine
operations team
Legal and contractual rights to key
shipwrecks
Expansive proprietary research
Extensive legal and diplomatic
experience
Growing number of government
partnerships
6


Odyssey Disclosed Shipwreck Projects
8 announced advanced stage shipwreck projects
7
Project
Stage
OMEX Ownership
Next Steps
Comments
SS Republic
Recovered:
100%
- 51,000+ Coins
- 14,000+ Artifacts
"Black Swan
"
Recovered:
Pending
Pending outcome of legal
Oral arguments held on 5/23/11
~ 594,000 coins
proceedings
Coins held in OMEX custody
  weighing ~17 tons
HMS Sussex
Verification
80% up to $45M
On hold pending Black Swan
Believed to have found the site but
50% btw. $45M - $500M
legal proceedings
operations to verify wreck on hold
40% above $500M
Research suggests large cargo of gold
or silver specie
HMS Victory
Recovery
OMEX proposal
Reach agreement with UK
Received 80% salvage award on
submitted to UK Govt.
government
recovered cannon in 2009
Potential to begin archaeological
Research suggests over 3 tons of gold
excavation in 2H 2011
coins
SS Gairsoppa
Search process
80%
Begin search in 2H 2011
Research indicates large cargo of
Potential recovery in 2H 2011-12
silver bullion (commodity sale)
"Enigma"
Verification
50% or more
Verification of wreck & cargo
High value cargo reported aboard
Potential recovery in 2H 2011
"Shantaram"
Verification
50% or more
Verification of wreck & cargo
High value cargo reported aboard
Potential recovery in 2H 2011
"Firebrand"
Search process
50% or more
Continue search operations
High value cargo reported aboard
Continue to monetize coins
through established distribution
channels on 4 continents
Sold approximately 50% of coins for an
aggregate value of ~$42M


Shipwreck Projects –
Estimated Timeline
8
8 announced advanced stage shipwreck projects
Project
SS Republic
"Black Swan"
HMS Sussex
HMS Victory
SS Gairsoppa
"Enigma"
"Shantaram"
"Firebrand"
2011
2012
Monetization
Search Operations
Potential Monetization
Potential Monetization
On Hold - Pending Outcome of "Black Swan" Legal Proceedings
Cargo Recovered - Monetization Pending Outcome of Legal Proceedings
Potential Recovery
Potential Monetization
Search Operations
Recovery Planning
Potential Recovery
Verification
Potential Recovery
Verification
Potential Recovery
Finalize UK Agmt.


Ocean Floor Mining Opportunity
Market Characteristics
Discovery of new land-based deposits shrinking and cost of
land-based exploration increasing
Ocean floor mineral deposits are concentrated and untapped
o
High concentrations of gold, copper, zinc and silver
o
Capital expenses can be spread across many deposits
o
Smaller impact on the environment
o
Lower costs of recovery and transport
Similar opportunity as deep ocean oil drilling in 1940’s
Economics:
Projected recoverable ore: 1 –
100 million tons/mineral deposit
Potential metal values range from $500 –
$1,200/ton and more
Expected cost to recover & process less than $150-$200/ton
Hedged raw commodities –
gold & copper
9


Neptune Minerals, Inc.
Odyssey is the largest shareholder of Neptune Minerals, Inc. (private company)
Neptune seeks to commercialize mineral deposits from the ocean floor
Recently merged with Dorado bringing two of the largest players in the space
together
Neptune holds the second largest tenement position in the Southwest Pacific “Ring
of Fire”
area –
nearly 150,000 km²
and also holds valuable tenements off New Zealand
and Japan
Odyssey is generating profitable revenue by providing marine exploration services to
Neptune
under
a
charter
agreement,
the
potential
exists
to
offer
these
services
to
other players in this emerging market
10


Joined Odyssey in 2004, became CFO in 2005 
25+ years experience in senior financial management including Anheuser-Busch Companies, Inc., SeaWorld Orlando and Busch Gardens
Joined Odyssey in 2005, served as Executive Vice President of Business Development, promoted to President and Chief Operating Officer in 2007
20+ years owning and/or managing entrepreneurial ventures including founding Synergy Networks
Co-founded Odyssey in 1994
25+ years shipwreck exploration operations including deep-ocean search and robotic archaeological excavation
Executive Management
Has served as Secretary since 1997 
20+ years experience in shipwreck exploration operations and administration
Joined Odyssey in 1998, became Director of Communications and Marketing in 2003, appointed Vice President in 2007
25+ years experience including promotion and marketing for several major television networks
Joined Odyssey in in 2006, became General Counsel in 2007, appointed Vice President in 2008
20+ years practicing law as a litigation consultant, providing counsel to attorneys in all areas of law
Joined Odyssey in 2003 as Director of Operations
40+ years marine engineering experience, including Project Manager for the first and second phase of Space Shuttle Challenger recovery
Joined Odyssey in 2004 as Senior Project Manager
35+ years of ocean exploration experience, including Scientific Engineer on Jacques Cousteau’s Calypso and led Dr. Ballard’s Titanic expedition
Joined Odyssey in 2007 as Director of International Business Development
25+
years
with
the
U.S.
Navy
as
Liaison
and
Consul
to
Gibraltar,
as
well
as
various
operational
and
leadership
positions
in
international
Navy
11
Mike Holmes |
CFO –
25+ years experience
Melinda
MacConnel
|
Vice
President
and
General
Counsel
20+
years
experience
Laura
Barton
|
Vice
President
and
Director
of
Communications
and
Marketing
25+
years
experience
David Morris |
Secretary –
20+ years experience
Roy
Truman
|
Director
of
Marine
Operations
40+
years
experience
Tom
Dettweiler
|
Senior
Project
Manager
35+
years
experience
Aladar
Nesser
|
Director
of
Government
Relations
25+
years
experience
Greg Stemm |
CEO –
25+ years experience
Mark
Gordon
|
President
and
COO
20+
years
experience


Project Financing
Shipwreck Project Syndication (Robert Fraser & Partners)
Intellectual property purchased (research)
Paid contract services (search, recovery, conservation, sales)
Above recorded as revenue
Odyssey retains 50% + of the back-end
net revenue
Project Rights Agreements (Galt)
Upfront cash to OMEX for right to participate
in a project’s net proceeds
Not recorded as revenue
No restriction on use of funds
A less dilutive method of project financing for projects with potential income
over $75 million
12


Revenue Sources –
Developing Recurring Revenue Model
Shipwrecks
Current Year
1 -
5 Years
5+ Years
Mining
Contracted
Projects
Revenue from Operations –
Cash Flow
Revenue from Operations –
Cash Flow
Revenue from Operations –
Cash Flow
Revenue from Cargo Sales
Revenue from Mining
(Gold / Silver / Copper / Zinc)
13


Financial Data
14
(1)
(2)
(1)
Operations Data
2009
2010
Q1 '11
Revenue ($ in Millions)
4.3
$                    
21.0
$                  
2.1
$                    
Adj. EBITDA
(14.1)
$                
(12.1)
$                
(2.8)
$                   
(1)
Odyssey has an NOL of $110MM
(2)
See Exhibit A
Balance Sheet Data
3/31/11
ProForma
Cash ($ in Millions)
6.1
$                    
21.4
$                  
Mortgage & Loans Payable
7.9
$                    
7.9
$                    
Preferred Stock -
Series G
4.4
$                    
4.4
$                    
Shares Outstanding (MM)
67.2
71.2
(1)


Potential positive Black Swan
ruling
Aqua Log
decision subsequent to district court ruling sets favorable
precedent and requires possession for sovereign immunity
WikiLeaks documentation of U.S. Government’s attempted interference in the
case
Potential for identification, recovery  and/or monetization of one or more
projects:
HMS Victory
Two advance-stage Robert  Fraser projects in verification phase,  both of which
exhibit evidence that corresponds with the target shipwrecks
SS Gairsoppa
operations planned for this season (contract with UK already in
place for 80% salvage award)
Multiple other undisclosed projects
Positive assay, verification mining and core drilling results from mining
exploration
Additional government partnerships to conduct operations in territorial
waters and/or on sovereign shipwrecks
Potential Events in 2011
15


Investment Highlights
16
Strongest backlog of advanced-stage shipwreck
projects in company history
5 potential recoveries in next 12-18 months
Raising capital primarily to:
Accelerate operations on several shipwreck search
and recovery projects
To take advantage of opportunities in deep ocean
mining
Enable monetization of deep ocean assets –
shipwrecks and minerals:
Targeting approximately 100 high value shipwrecks
with total cargo value estimated in billions of dollars
Leading position in emerging field of deep ocean
mineral exploration and mining
Monetization of recovered assets over multi-year
period will generate significant recurring revenue
Building partnership model with nations


Exhibit A
17
Non-GAAP Financial Measures
Odyssey
uses
adjusted
EBITDA
as
a
measure
of
performance
to
demonstrate
earnings
exclusive
of
interest
and
certain
non-cash
events.
Odyssey,
in
its
daily
management
of
its
business
affairs
and
analysis
of
its
monthly,
quarterly
and
annual
performance,
makes
its
decisions
based
on
cash
flows,
not
on
the
depreciation
of
assets
obtained
through
historical
activities.
Odyssey,
in
managing
its
current
and
future
affairs,
cannot
affect
the
depreciation
and
amortization
of
its
assets
to
any
material
degree,
and
therefore
uses
adjusted
EBITDA
as
its
primary
management
guide.
Since
an
outside
investor
may
base its evaluation of Odyssey’s performance based on Odyssey’s net income or loss not its cash flows, there is a limitation to the adjusted EBITDA
measurement.
Adjusted EBITDA is not, and should not be considered, an alternative to net income or loss, loss from operations, or any other measure
for determining operating performance of liquidity, as determined under accounting principles generally accepted in the United States (GAAP).
Adjusted
EBITDA
is
a
supplemental
non-GAAP
financial
measure.
The
most
directly
comparable
GAAP
measure
to
adjusted
EBITDA
in
Odyssey’s case
is net income (loss). Adjusted EBITDA is equal to net income (loss) excluding: (a) total other income (expense); (b) depreciation and amortization; (c)
stock-based compensation; and (d) income taxes.
Three Months
Ended
(amounts in thousands)
March 31,
December 31,
December 31,
2011
2010
2009
(unaudited)
EBITDA Reconciliation:
Net Loss on a GAAP Basis:
(5,174)
$          
(23,343)
$        
(18,628)
$        
Adjustments:
Interest income
(0)
                    
(4)
                    
(38)
                  
Interest expense
98
                   
516
                 
334
                 
Change in derivative liabilities fair value
1,289
              
3,638
              
-
                      
Loss on debt extinguishment
-
                      
383
                 
-
                      
Income (loss) from unconsolidated entity
-
                      
2,447
              
53
                   
Other income
5
                     
(45)
                  
(75)
                  
Depreciation and amortization
528
                 
2,162
              
2,276
              
Stock-Based Compensation
449
                 
2,137
              
2,027
              
Income Taxes
-
                      
-
                      
-
                      
Adjusted EBITDA
(2,806)
$          
(12,108)
$        
(14,051)
$        
Year Ended