The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our condensed consolidated financial statements.

We owe consultants contingent success fees of up to $700,000 upon the approval and issuance of the Environmental Impact Assessment (“EIA”) for our Mexican subsidiary. The EIA has not been approved as of the date of this report and the contingent success fees have not been accrued.

We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters or collecting on amounts owed to us.

Our 2023 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our receivables and equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities. If cash inflow ever became insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan based on curtailed expenses and fewer cash requirements. During March 2023, we entered Note and Warrant Purchase Agreement pursuant to which we issued and sold to an institutional investor a promissory note (the “Note”) in the principal amount of $13.1 million. On April 4, 2023, Odyssey entered into a $3.0 million sale/leaseback arrangement for certain of its marine equipment. A portion of the proceeds of the transaction was used to repay the note outstanding to the seller of the marine equipment that we issued in December 2022. On April 6, 2023, CIC repaid principal and interest in the aggregate amount of $1,068,000 in full satisfaction of the convertible promissory note and the Loan Agreement. The balance of the proceeds from the Note, after payment of certain obligations, the sale/leaseback arrangement and the CIC loan repayment, coupled with other anticipated cash inflows, are expected to provide operating funds through the remainder of 2023.

Our consolidated non-restricted cash balance at March 31, 2023 was $674,428. We have a working capital deficit at March 31, 2023 of ($32.6) million. The total consolidated book value of our assets was approximately $13.2 million at March 31, 2023, which includes cash of $674,428. The fair market value of these assets may differ from their net carrying book value. The factors noted above raise substantial doubt about our ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

At March 31, 2023, the right of usage (“ROU”) asset and lease obligation for our corporate office operating lease were $175,253 and $185,355, respectively.

The remaining lease payment obligations, which includes an interest component of $25,405, are as follows:


Year ending December 31,	Annual payment obligation
2023		117,876
2024		92,884
	$	210,760

At March 31, 2023, the ROU asset and lease obligation for our marine operations operating lease were $67,450 and $71,162, respectively.

The remaining lease payment obligations, which includes an interest component of $9,904, are as follows:


Year ending December 31,	Annual payment obligation
2023		40,136
2024		40,930
	$	81,066

We recognized approximately $54,700 and $54,000 in rent expense associated with these leases for the three months ended March 31, 2023 and 2022, respectively.