Odyssey Marine Exploration - 2008 Annual Meeting

2008 Annual Meeting
May 7, 2008

Odyssey Marine Exploration has prepared this document to be given to attendees of the Company's 2008 Annual Meeting. Due to time constraints of the meeting, and Odyssey's intention to share information conveyed at the meeting with all stockholders, the Company has prepared this series of questions and answers about the Company.

If you have a question not addressed in this document, please contact Odyssey's Investor Relations Department directly at (813) 876-1776 x 2553 or nigney@shipwreck.net.

NOTE: Odyssey Marine believes the information set forth in this document 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, 2007, which has been filed with the Securities and Exchange Commission. You may access the Company's filings via www.shipwreck.net.

PROJECTS AND OPERATIONS

Why don't you provide more operational updates?

We do understand that shipwreck exploration is fascinating and that stockholders and the general public want to share in the excitement as well as make informed investment decisions. However, for security, competitive and political reasons, we may not comment or disclose information on some projects until they are completed. As our relationships with governments and other parties become more complex, it does not necessarily benefit the Company (and therefore stockholders) to disclose ongoing operational details before we are otherwise required to do so.

We provided notice of our intent to reduce the amount of information available to the public about some of our ongoing operations in our Annual Report on Form 10-K for the year ended December 31, 2005, and we continued to make statements reconfirming our disclosure policy on projects in public filings and press releases with language similar to the following:

"In order to protect the identities of the targets of our planned search or recovery operations, in some cases we will defer disclosing specific information relating to our projects until we have located the targeted shipwreck or shipwrecks and determined a course of action to protect our property rights."

We continue to provide operational updates in our Quarterly Reports and Annual Reports. To keep abreast of news, please be sure you are signed up for email updates as they are published. If you haven't signed up for those already you may do so at www.shipwreck.net.
What is the status of the "Black Swan" project?

In May 2007, we announced the discovery and archaeological recovery of more than 500,000 silver coins weighing more than 17 tons, hundreds of gold coins, worked gold and other artifacts from a site in the Atlantic Ocean code-named, "Black Swan." Odyssey has not yet been able to positively identify any vessel related to the site and has not publicly disclosed the location of the site in order to protect its security. We have identified the Nuestra Señora de las Mercedes y las Animas (the "Mercedes"), a vessel assigned to transport mail, private passengers, consignments of merchant goods and other cargoes, as one vessel potentially related to the "Black Swan" site but we have indicated that we are reviewing evidence which may contradict this hypothesis.

The Kingdom of Spain has filed claims in the U.S. District Court claiming certain rights to property relating to the "Black Swan." We do not have the ability to immediately monetize the recovered cargo until we are awarded title or a total or partial salvage award by the U.S. District Court. Claims against the recovery have been submitted by Spain, and other parties may also assert claims. As a result, the potential value to Odyssey of this project is not possible to determine at this time, although we believe we will receive a substantial salvage award and/or title.
What is the status of the "Atlas" search project?

We believe the "Atlas" project is the most extensive shipwreck search operation ever launched. A minimum of five high-value shipwrecks are believed to be in the search area, which encompasses more than 5,000 square miles. Odyssey began search operations during the 2005 season and resumed operations in April 2006. During the 2006 season, work was concentrated in the seven search block areas which encompass the "Atlas" target of highest value, code-named "Tripoli." During 2005, much of the area was searched with high-resolution side-scan sonar. During 2006, a second pass was completed which included acoustic and magnetometer data-streams which helped Odyssey create a larger database of information. Overlaying all three layers provided an extremely precise, high-resolution map of the seven search blocks.

Once targets of interest were logged, additional high-resolution imagery and magnetometer surveys were utilized to further classify and map targets before ROVs were deployed to visually inspect and recover any artifacts deemed necessary for identification. During the entire 2006 survey period, at least two ships were mobilized to engage in this search operation, and during part of the summer, three ships were utilized.

Following is a summary of the operations previously conducted in the "Atlas/Tripoli" search area:
- Anomalies selected for further inspections: 1,017
- Anomalies remaining to be inspected with an ROV: 9
- Shipwrecks located: 161
- Modern/20th Century Shipwrecks: 124
- 19th Century Shipwrecks: 25
- 17th - 18th Century Shipwrecks: 12
Odyssey filed an Admiralty arrest in the U.S. District Court for the Middle District of Florida in September 2006. On October 30, 2006, the U.S. District Court granted the Company's Motion for Preliminary Injunction appointing Odyssey as the exclusive finder-in-possession of the shipwrecked vessel, and prohibiting any interference with Odyssey's intended excavation of the site, which is believed to be the remains of a 17th century merchant vessel located outside the territorial waters of any country. However, until further ROV inspections and a preliminary archaeological excavation are completed on the arrested shipwreck site, it is not possible to confirm the identity or potential value of the shipwreck. We have identified the Merchant Royall, a British merchant vessel lost in 1641, as a possible vessel related to the site, although there is some evidence being examined that may contradict this theory.

The Kingdom of Spain has filed claims in the U.S. District Court claiming certain rights to Spanish property relating to this site.

While we did not conduct operations in the "Atlas" search area in 2007, we commenced search operations and ROV inspections in this area in April 2008. For reasons of security and strategic confidentiality, we do not disclose the location of search operations within the "Atlas" project area.
What is the status of the "Firefly" project?

Odyssey and BDJ Discovery Group, LLC, or BDJ, filed a "Joint Motion for Substitution of Plaintiff" in the United States District Court for the Eastern District of North Carolina on February 21, 2008. The joint motion was granted upon filing and substitutes Odyssey for BDJ as plaintiff in the In Rem Admiralty case against the Unidentified Shipwreck Vessel, its apparel, tackle, appurtenances and cargo located in the waters of the Atlantic Ocean approximately 12 miles off the coast of North Carolina. On March 4, 2008 the Court entered an order granting Odyssey's motion appointing Odyssey as substitute custodian for all artifacts from the site and requiring reporting within 30 days of activity.

In a separate agreement, BDJ has turned over all aspects of the project to Odyssey and assigned all of its rights to the artifacts and any wreck from which they originate to Odyssey in return for up to 15% of any proceeds from artifact sales after archaeological excavation, conservation, marketing and certain other expenses. Among other objects, a small number of gold and silver artifacts have been recovered from the site, but the identity of the shipwreck from which the artifacts originated has not yet been confirmed. In order to protect the site, no additional information about the artifacts recovered or operations at the site to date is being made available for release at this time. Odyssey performed survey and inspection operations on the arrested site during the later part of 2007 and is planning the next stages of survey and archaeological investigation of the site.
What is the status of the Sussex project?

The Sussex project is an expedition to locate and recover the artifacts and cargo of a large colonial-period British warship, HMS Sussex, which was lost in a severe storm in 1694. Based on documentary research conducted by contract researchers and our in-house research team in libraries and historical archives in Great Britain, France and other countries, we believe that there is a high probability the ship was carrying a cargo of coins with a substantial numismatic value. Our analysis of the data was accumulated from a review of the ship's logs, court martial records, state papers, treasury books and various other letters and reports. We conducted offshore search operations on this project in 1998, 1999, 2000 and 2001. Based on the results of these search operations, it is believed that there is a high probability we may have located the remains of HMS Sussex.

On September 27, 2002, we entered into an agreement with the Government of the United Kingdom of Great Britain and Northern Ireland, which we refer to as Her Majesty's Government (HMG), which allows us to conduct an archaeologically sensitive exploration of the shipwreck believed to be HMS Sussex and to recover artifacts from the shipwreck site. The agreement provided for us to submit a Project Plan to HMG concerning the equipment, personnel and methodologies we intend to use in the exploration of the shipwreck, and the conservation and documentation of any artifacts and cargo that may be recovered. This Plan was submitted and was declared fit for purpose during 2004 with the exception of the staffing plan, which could not be completed until the actual start date was agreed upon and the availability of personnel could be determined. The staffing plan was approved during 2005 and we began exploration of the site during December 2005.

In late 2005 and early 2006, Odyssey completed to the satisfaction of HMG all work detailed in Phase 1A of HMS Sussex archaeological project plan. The Company has also completed a portion of Phase 1B. (A public version of the project plan is available for viewing at www.shipwreck.net/sussexpp.html.) The Company temporarily halted operations on the project at the request of the Spanish Ministry of Foreign Affairs while issues relative to the archaeological plan for excavation of the site, territorial and cultural resource management issues were negotiated.

On March 23, 2007, the Spanish Ministry of Foreign Affairs issued a press release to announce agreement between Spain and the United Kingdom for Odyssey to proceed with the Alboran project, which includes preliminary phases of excavation and identification of the site believed to be HMS Sussex as well as a survey of the area in which the shipwreck lies. As part of this agreement, Odyssey agreed to provide information relative to other shipwrecks in the surrounding area to the Spanish Government to assist in the protection and preservation of those shipwrecks. Odyssey also agreed to allow two archaeologists appointed by the Spanish Government to observe work on the site.

This project has been delayed while issues relating to the "Black Swan" project and admiralty claims as discussed herein are being addressed.
What is the status of the shipwreck arrested in the Mediterranean?

On April 3, 2008, Spain voluntarily dismissed its claim in the Admiralty case number 8:07-CV-00616. The shipwreck in this case is believed to be a 20th century passenger liner reported to be carrying a valuable cargo.
What is the status of any other projects?

Odyssey has numerous shipwreck projects in various stages of development around the world. In order to protect the identities of the targets of our planned search or recovery operations, in some cases, we will defer disclosing specific information relating to our projects until we have located a shipwreck or shipwrecks of interest and determined a course of action to protect our property rights.

In some cases, we do not target specific shipwrecks, but instead focus on a search area that historical records suggest may contain unrecorded and recorded high value targets because of the proximity of shipping routes frequented by ships carrying high value intrinsically valuable cargoes.

Odyssey is in the shipwreck exploration business, so filing arrests on shipwreck sites to protect our interests occurs in the normal course of business. As Odyssey continues to search the oceans of the world, we expect to file additional Admiralty arrests in the future. Typically, for security reasons, specific information regarding these shipwreck arrests will not be released at the time of the arrest filing.

It is also important to note that the Company does not necessarily need to file an Admiralty arrest on a site prior to conducting a recovery operation.
Where are the Company's ships currently located and what are they doing at this time?

We do not comment on day-to-day specifics of our marine operations schedule, where our ships are or what they are doing.

During the 2007/2008 winter period, the Odyssey Explorer underwent a scheduled maintenance period of routine repairs and extensive upgrades, including the addition of equipment specifically designed to enhance the Explorer's documentation and recovery capabilities in preparation for commencement of spring 2008 operations. Four additional Class surveys, normally scheduled for July 2008, were also completed during this period to avoid interfering with search and recovery operations in our prime work season.

The Ocean Alert has been undergoing complete engine rebuilds, which are almost completed. We anticipate that the Ocean Alert will be conducting search operations again later this month.

The Company may, from time to time, also use charter vessels with our other search equipment and additional ROV systems, and use of these charter vessels may not be disclosed for security reasons.

ATTRACTION

We were very pleased with the public's enthusiastic response to our traveling exhibit SHIPWRECK! Pirates & Treasure , which ran at the Tampa Museum of Science & Industry (MOSI) from June 2007 through February 2008. We then moved the exhibit to the Detroit Science Center (DSC), where it opened on March 22 and is scheduled to run through September 1, 2008. Visitor response so far has been very lively, which demonstrates the viability of our concept of a traveling exhibit in collaboration with experienced host venues.

We are very pleased to work with the DSC, which enjoys a world-class reputation and great experience in the development of traveling exhibits. As previously done in Tampa, we are using existing assets including elements from our New Orleans show, and an interactive Pirate module that was developed for Tampa. We are currently reviewing future sites but have not made a decision yet regarding the exhibit's next stop.

FINANCIAL / SALES

Are you taking steps to reduce expenses in 2008?

We continue to review every area of our business to look for opportunities to reduce expenses without compromising the overall strategic business plan. As demonstrated in the past, we continually strive to optimize our resources by consolidating or eliminating areas that prove to be too cost-intensive to justify.
What steps are you taking to build your brand and improve sales?

To maximize the lifetime value of each shipwreck project to the Company, we aggressively build and pursue multiple sales channels to market an ever-growing range of products from shipwreck coins to jewelry, bottles, replicas, media, and merchandise, and we are laying groundwork for the marketing and media opportunities presented by new shipwreck discoveries.

We are in talks with several potential strategic partners that we believe may present some opportunities to significantly enhance the Odyssey Brand as well as sales. Among the key initiatives toward building increased brand recognition and boosting sales was our 2007 collaboration with several Fortune 100 marketing partners on highly visible campaigns centering around Disney's "Pirates of the Caribbean: At World's End" sequel, Disney's "National Treasure 2: Book of Secrets", and the Valpac campaigns, all of which gave us exposure to millions of potential customers. Thanks to our excellent relationships with these marketing partners and the credibility we have built over the years, we were able to keep expenses for these campaigns extremely low.

Exhibits such as SHIPWRECK! Pirates & Treasure are also excellent vehicles to strengthen our brand, broaden our customer base, and market our treasures. As far as the traveling exhibit is concerned, our strategy is to work with established, widely recognized partner venues with which we share a synergistic market. This helps reduce overhead costs and increases visibility. With respect to the permanent exhibit, we are focused on identifying high-traffic locations that attract consumers and tourists from diverse demographic and socio-economic backgrounds in order to target the broadest audience possible.

On the media front, we have become a household name across the world by yielding thousands of unique articles globally, including front page articles in leading national and international newspapers, and major features in FORTUNE, Men's Vogue and other top publications. We have also been frequently and prominently featured on national shows such as the TODAY show, C-NBC, and Bloomberg, to name but a few. We continue building and strengthening our ties to senior members of the media to earn even greater exposure locally, regionally, nationally, and internationally. We are also working with media production partners on various projects and documentaries portraying our work and our commitment to archaeologically sensitive marine excavation.

We are firmly committed to building a healthy brand from within and have made great strides toward our goal. We are focusing on our long-term strategy and will not compromise the long-term value of the SS Republic and others in the pipeline by quick fixes and short-term cash flow opportunities. The path we are taking will help to build the foundation for a long-term strategy that recognizes the real lifetime value of customers, and the importance of enhancing the image associated with the Odyssey brand. A strong brand translates into revenues and, ultimately, stockholder value.
What is the status of the coin sales program?

In prior years we had a large volume of gold coins available for sale from the SS Republic recovery. This segment of our inventory yielded our highest unit sales prices and contributed substantially to our total revenue in prior years. In 2007 we were able to consummate several large sales of SS Republic gold coins. Based on this sales success, by the end of 2007 we nearly completely sold out of our entire gold coin inventory. Therefore we entered 2008 with our saleable inventory consisting almost exclusively of SS Republic silver coins. Because of our premium pricing, our sales strategy calls for selling this segment of our inventory over an extended period of time in order to maximize the prices realized. We continue to develop SS Republic coins to sustain demand. We have been successfully executing against this strategy and while total revenue has decreased, the average unit retail price of the SS Republic silver coins has been increasing.

We are actively engaged in developing alternate sources of revenue generation to compensate for our current inventory. We are also actively expanding our distribution channels to access new prospective clients who have not previously been offered our existing coin products.

MANAGEMENT

What do the recent changes in Management mean for the Company?

Odyssey's Management team is in excellent shape. Following Odyssey Co-founder John Morris' retirement from his position as Chairman of the Board and Chief Executive Officer, Greg Stemm took over these offices on January 3, 2008. His transition into this new role was greatly facilitated by Mark Gordon, President and Chief Operating Officer, who has been working tirelessly to optimize internal processes and external relations with major stockholders, institutions, and other constituents to strengthen Odyssey's acceptance and visibility locally and globally. Odyssey also relies on a strong Executive Committee, consisting of Mark Gordon, Mike Holmes as Chief Financial Officer, David Morris as Secretary/Treasurer, and Laura Barton as Vice President of Communications, to help guide and move the Company forward.

Dr. David Bederman has stepped into the role of Lead Director on the Board of Directors. He and the entire board - George Lackman, George Knutsson, Dr. David Saul and Bradford Baker - have been invaluable resources. Visit our website at www.shipwreck.net to see more information about these incredibly talented and experienced individuals.

We would like to take a moment to remember our late Board member and friend George Lackman, who passed away on March 29, 2008 at the age of 77. Over his six-year tenure on Odyssey's Board, George contributed tremendously to our development, and we will greatly miss his pragmatic advice and generous personality. The Board of Directors will convene and announce a successor in due time.

LEGAL

What is the status of the McManus defamation lawsuit?

On September 5, 2007, Odyssey filed a two-count Complaint against Jim McManus for libel and libel per se. In its Complaint, Odyssey cited to over 20 postings made by Mr. McManus on the Yahoo Finance Message Board that Odyssey maintains are defamatory. Mr. McManus initially responded to the Complaint on October 7, 2007, maintaining that he "never knowingly posted false information" concerning Odyssey. Since Mr. McManus' initial response, Odyssey has filed several motions to compel Mr. McManus to comport with the rules of civil procedure and to properly answer each numbered paragraph of the complaint. Mr. McManus finally complied on March 17, 2008. In addition to answering, Mr. McManus has filed several Motions to Dismiss. In this regard, Odyssey recently received an Order from the Court striking all three of Mr. McManus' Motions to Dismiss. Odyssey now intends to engage in discovery which it will utilize in support of a motion for summary judgment.

In general, we do support any individual's right to voice his or her opinion, whether that opinion agrees with or is contrary to Odyssey's position. However, when defamatory comments are brought to our attention that may adversely affect the value of our company, we have a duty to protect our stockholders' interests, and we consider appropriate corrective measures.