Photo: Exchanging our cultural assets for risk What does the proposed seabed mining merger mean for the Cook Islands.

Te Ipukarea Society (TIS) is calling on the Cook Islands Government and the Seabed Minerals Authority (SBMA) to fully explain the risks and complexities associated with the proposed merger between American Ocean Minerals Corporation and Odyssey Marine Exploration before approving any related arrangements. The transaction, valued by the companies at approximately US$1 billion, includes interests connected to Cook Islands seabed exploration licences held by CIC Limited and Moana Minerals Limited.

TIS’s key concerns are:

• FINANCIAL PRESSURE: There is substantial financial pressure on the corporations involved based on the success of the merger. Approximately US$ 156.4 million in investor funding may need to be returned to the investors if transaction conditions are not met by January 2027. This could mean that US$ 100 million in cash that is required for the merger to be finalised will not be available. Odyssey has also disclosed substantial debt and on-going-concern risks.  Because of this, the SBMA may feel pressured to fast-track approvals.
• RISK OF RUSHED DECISIONS: The urgency of securing financing must not pressure Cook Islands decisionmakers into approving arrangements before the public can understand and assess their implications. The companies’ financial deadline is not our national deadline.
• COOK ISLANDS AUTHORISATIONS: The agreements reportedly require Cook Islands authorisations to take effect at closing. CIC’s financing depends on written confirmation from SBMA that the funding and share exchange are approved or do not require approval. SBMA must also clarify the requirements for extending Exploration Licence 1.
• PRIVATE FINANCIAL REWARDS: The merger documents provide for up to US$100 million in additional shareholder payments if certain milestones are achieved, including milestones linked to SBMA decisions. The public deserves to know what could trigger these payments and how SBMA’s independence will be protected.
• OWNERSHIP AND ACCOUNTABILITY: TIS believes the arrangements may change effective control of the licence holders. The Government should explain the applicable legal requirements, whether fresh licence applications or Licensing Panel consideration are necessary, and how security over licence-related assets will be assessed.
• POTENTIAL ACCELERATION OF MINING: Approval of the merger would not itself authorise mining, as separate environmental and mining approvals would still be required. However, the transaction could provide the capital, structure and technical capacity to pursue them. Earlier company materials outlined an “accelerated path to production” and mining-permit timelines of approximately 18 to 28 months.
• TRANSPARENCY AND PUBLIC ACCOUNTABILITY: SBMA has advised Ocean Ancestors that it began receiving relevant documents in March 2026 and is reviewing the arrangements through statutory processes. Questions remain about Cabinet’s role, the approvals required and whether SBMA has issued the necessary confirmation letter.
• CONSEQUENCES IF THE MERGER FAILS: The Government must explain what the loss of financing would mean for the licence holders’ solvency, exploration commitments, and eligibility to retain or renew their licences.
• NEED FOR DUE DILIGENCE AND DISCLOSURE: Before any clearance is granted, the public should receive information about the transactions requiring approval; proposed changes in ownership, control or security; decisions linked to shareholder payments; the financial standing and track records of the entities involved; and the consequences for the licences if financing falls through.

The Cook Islands must retain control over decisions affecting its ocean. Foreign investment deadlines and shareholder returns must not take precedence over transparent regulation, independent decision-making, careful assessment, and the interests of the people of the Cook Islands and future generations. The Cook Islands seabed must not be treated as an asset to be traded by multi million-dollar corporations in an international investors’ game of monopoly. No clearance should be granted until the relevant risks, approvals and financial consequences have been fully examined and clearly disclosed.