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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 21 added, 33 removed, 143 unchanged (27% of the section changed)

You should carefully consider the following factors, in addition to the other information in this Annual Report on Form 10-K,

in evaluating our company and our business.

You should carefully consider the following factors, in addition to the other information in this Annual Report on Form 10-K, in evaluating our company and our business.

Our business, operations and financial condition are subject to various risks.

6 unchanged sentences

With respect to mineral exploration projects, there are uncertainties with respect to the quality and quantity of the material and their economic feasibility, the price we can obtain for the sale of the deposit or the ore extracted from the deposit, the granting of the necessary permits to operate, environmental safety, technology for extraction and processing, distribution of the eventual ore product, and funding of necessary equipment and facilities.

In projects where Odyssey takes a minority ownership position in the company holding the mining rights, there may be uncertainty as to that company’s ability to move the project forward.

The research and data we use may not be reliable.

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For mineral exploration, data is collected based on a sampling technique and available data may not be representative of the entire ore body or tenement area.

Prior to conducting off-shore

exploration, we typically conduct on-shore

Prior to conducting off-shore exploration, we typically conduct on-shore research.

There is no guarantee that the models and research conducted onshore will be representative of actual results on the seafloor.

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We may discover potentially valuable seabed mineral deposits, but we may be unable to get title to the deposits or get the necessary governmental permits to commercially extract the minerals.

Mineral deposits may be in controlled waters where the policies and laws of a certain government may change abruptly, thereby adversely affecting our ability to operate in those zones.

Mineral deposits may be in controlled waters where the policies

and laws of a certain government may change abruptly, thereby adversely affecting our ability to operate in those zones.

We have a process for evaluating this risk in our proprietary Global Prospectivity Program.

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In any of these events our costs may increase, and we may have significant charges associated with the write-down of assets.

Discontinuing the use of a multi-year charter of a ship may result in large one-time

costs to cover any penalties or charges to put the ship back into its original condition.

Discontinuing the use of a multi-year charter of a ship may result in large one-time costs to cover any penalties or charges to put the ship back into its original condition.

We may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

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Technological obsolescence of our marine assets or failure of critical equipment could put a strain on our capital requirements or operational capabilities.

We employ state-of-the-art

technology including side-scan sonar, magnetometers, ROVs, and other advanced science and technology to perform seabed mineral exploration and to locate and recover shipwrecks at depths previously unreachable in an economically feasible manner.

Although we try to maintain back-ups

on critical equipment and components, equipment failures may require us to delay or suspend operations.

We employ state-of-the-art technology including side-scan sonar, magnetometers, ROVs, and other advanced science and technology to perform seabed mineral exploration.

Although we try to maintain back-ups on critical equipment and components, equipment failures may require us to delay or suspend operations.

Also, while we endeavor to keep marine equipment in excellent working condition and current with all available upgrades, technological advances in new equipment may provide superior efficiencies compared to the capabilities of our existing equipment, and this could require us to purchase new equipment which would require additional capital.

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Failure to secure such revenue producing contracts in the future may have a material adverse impact on our revenue and operating cash flows.

We may take payment for these services in the form of cash, equity in the client’s company, or a financial interest in the tenement areas.

The issuance of shares at conversion prices lower than the market price at the time of conversion and the sale of such shares could adversely affect the price of our common stock.

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The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale.

As it is therefore in the short seller’s best interests for the price of the stock to decline, many short sellers (sometime known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum and generate profits for themselves after selling a stock short.

Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog (“blogging”) have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called

“research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts.

As it is therefore in the short seller’s best interests for the price of the stock to decline, many short sellers (sometime known as "disclosed shorts") publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum and generate profits for themselves after selling a stock short.

Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog ("blogging") have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called "research reports" that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts.

These short attacks have, in the past, led to selling of shares in the market, on occasion in large scale and broad base.

Issuers who have limited trading volumes and are susceptible to higher volatility levels than large-cap

stocks, can be particularly vulnerable to such short seller attacks.

Issuers who have limited trading volumes and are susceptible to higher volatility levels than large-cap stocks, can

be particularly vulnerable to such short seller attacks.

These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject to certification requirements imposed by the Securities and Exchange Commission and, accordingly, the opinions they express may be based on distortions or omissions of actual facts or, in some cases, fabrications of facts.

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Our common stock is listed on the NASDAQ Capital Market, which imposes, among other requirements, a minimum bid requirement.

The closing bid price for our common stock must remain at or above $1.00 per share to comply with NASDAQ’s minimum bid requirement for continued listing.

If the closing bid price for our common stock is less than $1.00 per share for 30 consecutive business days, NASDAQ may send us a notice stating we will be provided a period of 180 days to regain compliance with the minimum bid requirement or else NASDAQ may make a determination to delist our common stock.

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Delisting from the NASDAQ Capital Market could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity.

If our common stock is delisted by NASDAQ, our common stock may be eligible to trade on an over-the-counter

quotation system, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock.

We cannot assure you that our common stock, if delisted from the NASDAQ Capital Market, will be listed on another national securities exchange or quoted on an over-the

counter quotation system.

If our common stock is delisted by NASDAQ, our common stock may be eligible to trade on an over-the-counter quotation system, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock.

We cannot assure you that our common stock, if delisted from the NASDAQ Capital Market, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

Our insurance coverage may be inadequate to cover all of our business risks.

when desired, that insurance will be available on commercially attractive terms, or that we will be able to anticipate the risks that need to be insured.

Although we seek to obtain insurance for some of our main operational risks, there is no guarantee that the insurance policies that we have are sufficient, that they will be in place when needed, that we will be able to obtain insurance coverage when desired, that insurance will be available on commercially attractive terms, or that we will be able to anticipate the risks that need to be insured.

For example, although we may be able to obtain War Risk coverage for a project at a specific date and location, such insurance may be unavailable at other times and locations.

9 unchanged sentences

With respect to our commercial arrangements with service and support providers, we have processes designed to require third-party IT outsourcing, offsite storage and other vendors to agree to maintain certain standards with respect to the storage, protection and transfer of confidential, personal and proprietary information.

However, we remain at risk of a data breach due to the intentional or unintentional non-compliance

by a vendor’s employee or agent, the breakdown of a vendor’s data protection processes, or a cyber-attack on a vendor’s information systems or our information systems.

However, we remain at risk of a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, the breakdown of a vendor’s data protection processes, or a cyber-attack on a vendor’s information systems or our information systems.

Mining exploration, development and operating have inherent risks.

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In order for us to carry out our activities, various licenses and permits must be obtained and kept current.

There is no guarantee that the Company’s licenses and permits will be granted, or that once granted will be maintained and extended.

In addition, the terms and conditions of such licenses or permits could be changed and there can be no assurances that any application to renew any existing licenses will be approved.

1 unchanged sentence

Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on our operations.

specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies and financial assurances.

There can be no assurance that we will be able to comply with any such conditions and non-compliance

with such conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on us.

We may be required to contribute to the cost of providing the required infrastructure to facilitate the development of our properties and will also have to obtain and comply with permits and licenses that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies and financial assurances.

There can be no assurance that we will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on us.

Future taxation of mining operators cannot be predicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future changes.

15 unchanged sentences

Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business, prospects, results of operations, cash flows, financial condition and corporate reputation.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors