OMEX - NASDAQ

Mark Gordon - President and CEO Philip Devine - Chief Financial Officer

Good morning. And thank you for joining us today to discuss Odyssey Marine Exploration’s Fourth Quarter Results ended December 31, 2014. My name is Jennifer, and I will be your conference operator this morning. During the call all participants will be in a listen-only mode. With us today are Mark Gordon, Odyssey’s Chief Executive Officer and President, as well as Philip Devine, the company’s Chief Financial Officer. Following their remarks, we will answer questions submitted via the webcast player or email through [email protected]. Then before we conclude today’s program, I’ll provide the necessary precautions regarding forward-looking statements made by management during this call, as well as a special note to U.S. investors regarding the disclosure of mineral deposits as referenced in the SEC’s Industry Guide 7. We would like to remind everyone that this call is available for replay through April 16, 2015, starting later this evening. A webcast replay will also be available via the link provided in company’s earnings release, as well as available on Odyssey’s website at www.odysseymarine.com. During this call, you can also send written questions via the webcast system or by email through [email protected]. The company may not have time to answer everyone’s submitted questions, but if you submit questions via the webcast system or email the company will response to all remaining questions via email after the call. Now I’d like to turn the call over to CEO, Mark Gordon. Please go ahead, sir.

Well, thank you, operator. Good morning, everyone, for joining us, and I am excited to be here with you all this morning. If you haven’t already submitted questions, you'll have the opportunity to do so throughout today's call via the web interface just described by the operator at the outset of this call or you can send email to [email protected]. We can't comment on the new strategic financing agreement beyond what was previously disclosed, so any questions on that subject must be submitted in writing and my answers will be limited in scope to the information contained in our press release and the Form 8-K that we filed with the SEC. I’d like to talk to you today not only about the results of 2014, but also to discuss the future of Odyssey Marine Exploration. I've never been more excited about the potential of this company and I'm also so proud of the Odyssey team that has brought us to this point, which includes our former CEO and now Chairman, Greg Stemm. To start with, let’s spend a few minutes on where we have been. There's no question that we've been very successful on the research and operational side of our business. We found more shipwrecks than any other entity in history and recovered more valuable goods from shipwrecks than all previous records shipwreck recovery operations. In 2014, we continued this record by recovering more than 15,500 gold and silver coins, 45 gold bars and hundreds of other gold nuggets, pieces of jewelry and gold dust worth tens of millions from the SS Central America shipwreck, 7,200 feet deep. We also completed extensive surveys of the site, including a high-resolution visual site survey that covered 161,000 square meters. We have set world records for the deepest and heaviest valuable shipwreck cargo recovery over 100 tons of silver from nearly 3 miles deep. We have pioneered deep ocean remote archaeology technique and have become the world's most experienced and capable deep ocean archaeological organization. And then we applied that expertise and equipment to the field of subsea mineral exploration. Since we began exploring for mineral deposits, we've identified and assessed multiple seabed mineral resources and identified secured and quantified a highly valuable and strategic seabed deposit. We've been evolving the business for some time from historic shipwrecks to modern commodity wrecks and now mineral exploration. But we haven’t had sufficient capital to fully capitalize on our large portfolio of offshore projects. And now with the funding agreement we disclosed on Friday, we expect to have the means to harvest the offshore opportunities we have been developing and preparing for. I will talk to you little more about what this funding agreement means to the company and how we plan to enhance shareholder value. But first, let me turn this call over to our CFO, Philip Devine to give an overview of the Form 10-K that was just filed. Phil?

Thank you, Mark. This morning, I will cover some of the highlights from 2014, but I encourage everyone listening to this call to read our SEC Form 10-K, which was filed earlier this morning. I will not be covering the recent financing transaction announced on March 13, except to say that it had no impact on our 2014 financial statement and it was signed after the completion of the audit of our 2014 financial statement. So now let us get into the 2014 figures. Although, we recovered tens of millions of dollars worth of gold from the SS Central America shipwreck in 2014, we did not recognize any revenue from the shipwreck in 2014 since the cargo has not been monetized yet and the value cannot be measured with exactitude today. This explains the decrease in total revenues in 2014 as compared to 2013 when we recovered and monetized the Gairsoppa shipwreck cargo. We expect to monetize the SS Central America shipwreck cargo in 2015 and the associated revenue would be recognized in 2015. For the full year, our marketing, general and administrative expenses decreased by over 30% or by $4.4 million in 2014, as compared to 2013 due to a $2.1 million decrease in compensation expenses in 2014, and to the fact that in 2013 we had certain one time expenses such as the $1.1 million of legal costs. Part of the compensation expense decreased in 2014 came from the fact that no bonuses were awarded to management in 2014. For the fourth quarter of 2014, our marketing, general and administrative expenses decreased by over 50% or by $2.2 million, as compared to the fourth quarter of 2013 for the same reasons that these expenses decreased for the full year. For the full year, our operations and research expenses decreased by over 25% or by $6.5 million in 2014, as compared to 2013, due primarily to the termination in 2014 of the charter of the Dorado Discovery vessel and to the use of our own vessel for shipwreck recovery in 2014, as compared to the use of a chartered recovery vessel in 2013. For the fourth quarter of 2014, our operations and research expenses decreased by over 30% or by $2.1 million as compared to the fourth quarter of 2013 due primarily to the termination in the third quarter of 2014 of the charter of the Dorado Discovery vessel. Depreciation and amortization expenses were $3.6 million higher in 2014 due primarily to one-time $3 million accelerated depreciation charge on the equipment that was -- that is on the Dorado Discovery vessel. Our total operating expenses for the full year decreased by 28% or by over $11 million, thanks to increased financial discipline and to the use of our own vessel for operations in 2014. However, our net loss increased by $15.7 million as a result of not recognizing any revenue from shipwreck cargo recoveries in 2014. For the fourth quarter of 2014, our total operating expenses decreased by over 40% or by $4.6 million as compared to fourth quarter of 2013 due primarily to the fact that we had no expense in 2014 quarter for chartered vessels. Now, turning to certain balance sheet line items. Our accounts receivable balance increased by $6.3 million as a result of our SS Central America project expenses that were invoiced to our client RLP, who has not yet monetized the recovered cargo. We do not show a receivable on our balance sheet for 45% interest in the eventual proceeds from the monetization of the SS Central America cargo, which we expect will occur in 2015. Our inventory balance consists primarily of silver coins that are carried on our books at a value per coin significantly below the market prices for such coins. Again, none of the cargo recovered in 2014 from the SS Central America shipwreck is shown as part of our inventory on our balance sheet at year end. Our total interest-bearing financial debt balance has remained unchanged at year-end 2013 and 2014. Throughout 2014, we paid off in full a $10 million bank loan facilitated with the Gairsoppa project. We paid off in full the remaining balance of the $18 million convertible debt obligations issued in 2011 and 2012. And we paid down parts of the bank term loan. Throughout 2014, we took on new debt in the form of a bank loan on which we used $7.7 million of the $10 million credit facility. And we took on a new two-year loan of $10 million with a marketing partner. Finally, since we are majority shareholders of the Oceanica subsidiary, the intercompany balances with these entities are eliminated when comparing our consolidated financial statements. Thus more than $13 million owed to Odyssey parent company by the Oceanica subsidiaries is not shown in our consolidated balance sheet. Now, with that, I'll turn the call back to Mark.

Thank you, Philip. Let’s take a look what’s been going on operationally this past year. Our most visible project in 2014 was the SS Central America of the coast of South Carolina. For the third consecutive year, our team successfully located and recovered tens of millions of dollars worth of shipwreck cargo from the Central America. If you haven't had a chance to review them, the operational reports that were submitted to the court are available on shipwreck.net. They really give a great overview of the outstanding technical survey and recovery work conducted on the site in 2014. I’d encourage you look at these. Although in 2012 and 2013, we were able to monetize shipwreck cargo in the same year it was recovered, we weren’t able to do so in 2014 because the receiver for the recovery limited partnership is still awaiting a final court ruling in the SS Central America case. We are moving closer to monetization of the Central America cargo. In Virginia admiralty arrest, there remains only one claim on appeal. The oral argument for this final claim is scheduled for early May. That claim was dismissed at the trial court level and we expect the dismissal to be upheld. Once the appellate court rules, we expect a prompt resolution of the trial court level and award of title to RLP. The trial court there has already granted RLP's motion to be named real party in interest and salvor-in-possession. Our interest falls under the court approved contract with RLP. So once their rights are finalized, we will able to move towards monetization under the contract. We also spent some time testing new equipment on the Odyssey Explorer. A new 6000 meter deep tow system was acquired for our deep ocean commodity shipwreck and mineral exploration programs. It was installed in late September and we conducted sea trials and tests into mid-November conducting an additional survey of the SS Central America shipwreck site and also completing a substantial portion of a delineated search area for another shipwreck target. After transiting back to the U.K. to prepare for the victory project, the Odyssey Explorer has been in the shipyard having her required annual surveys and preparing the ship for this season’s work. Generator and other repair issues have kept the Explorer on port longer than expected but she should be ready to sail if the weather cooperates within the next few weeks. While the recent delay on the Victory project is disappointing, The Maritime Heritage Foundation believes the issues will be quickly resolved so we may begin archaeological recovery of the at-risk surface artifacts in accordance with the approved project design. Depending on the timing of the Victory permission, the Odyssey Explorer may undertake work on other projects. On the mineral side, SEMARNAT held a public hearing on the Don Diego EIA or what they call MIA in Mexico, the environment impact assessment, and later asked supplemental questions about the MIA approval -- I'm sorry, MIA application. In full compliance with the SEMARNAT process, a response was filed in March 2015. We remain very enthusiastic about this project and the shareholder value that continues to be created as the project continues up the value curve. Now, let’s talk about where we're going. The strategic financing agreement we announced on Friday has the potential to transform Odyssey and increase shareholder value dramatically, not only by providing the capital necessary to execute our current pipeline of offshore projects, but also by providing strategic support that we believe will be a crucial component of our future success. By not selling our mineral assets out right now at early-stage valuations, we are able to participate in the value creation that occurs as these mineral projects advance from early development stage through to production stage. By staying involved in these projects, we expect Odyssey will also have the opportunity to capture new revenue streams initially through offshore exploration contracts targeted at gathering mining feasibility data and ultimately through fees generated from the oversight and management of extraction operations. If Odyssey were to retain ownership in these projects all the way through mining production, we would also expect to generate cash paid to us in the form of revenue shares or royalties. Our partnership with experienced mine operators and processors positions Odyssey to participate in the downstream value of the mine product. Over the past few years, Odyssey has been quietly amassing a portfolio of potentially highly prospective mineral deposits around the globe. These opportunities cover a variety of different minerals that are in high demand. With the success of our current mineral projects, combined with the resources provided by an experienced industry partner, we now have the ability to execute more of these early development stage projects. As a result, Odyssey will now be in a position to create a new series of equity and cash generation opportunities. Seafloor mineral deposit is where we believe the most important and promising opportunities for Odyssey lie. We are not abandoning our shipwreck roots. However, we will be more selective in the projects we undertake to lower the risk profile on these projects. We look forward to fulfilling the commitments made to the Maritime Heritage Foundation and the U.K. government in regards to the Victory project. Additional shipwreck projects will be subjected to a level of scrutiny, which will require that they compare favorably to mineral exploration projects in terms of risk and reward. First, I think most of you have picked up on this. This is not a passive financial investor, taking down equity that might create an overhang in the market. To the contrary, they intend to and a deal has been structured to allow them to take an active role in operations. And you want to own Odyssey for the long-term, as they see our company as the strategic fit for the future of their mining business. They want to gain and maintain a control position. To further emphasize this point, it is also important to note that they are making their investment in the form of equity that is not free trading. Once the equity transaction is complete, they will be placing highly qualified industry experts on Odyssey's Board of Directors. We expect these Board members will provide management with invaluable advice and insights. We also fully expect that they will hold a strictly accountable for producing mutually agreed operating results. Rather than arranging a continued series of short-term financings, hoping that in a short period of time, we will create a large episodic event that will fund us further into the future. The equity component of this transaction provides financing over the next several years that will allow us to plan and execute a business plan, developed jointly with our investor over a longer period of time. This much longer runway will enable us to lay our business plans that transcend years instead of just months. And will allow us to fully capitalize on the portfolio of seafloor mineral and shipwreck opportunities that we have built over many years. Taking our current projects from exploration stage to a fully permitted seafloor mine will collaterally value the rest of our mineral project portfolio I mentioned earlier. Over the past few years, we've been quietly building a portfolio of the best seafloor mineral opportunities around the globe. We have a series of new projects we are ready to launch, but our constrained resources prohibited us from doing so until now. These new projects will enable us to generate revenues, cash flow and equity value in a fashion similar to the equity value and $27.5 million in cash already generated from Oceanica to date. We also anticipate developing new lines of revenue production. Exploration work related to minerals on existing and new projects will provide new and ongoing revenue streams. Our current projects alone will be a source of revenue, as they will require additional exploration and test mining work to be performed inside this calendar year. We're additionally, actively considering entering other areas of revenue producing offshore contract services that could generate significant additional revenue streams. In our November conference call, we promised an increased focus on financial discipline, reducing operating cost and to more closely match our investments to near-term returns. Once the equity component of this transaction occurs, the investor will have representatives on the Odyssey Board of Directors who will help ensure this focus by actively contributing their management experience. I also fully expect that they will hold us accountable if we are not producing significant results. Now, let’s take a look at the details of the deal, our management team has spent many months now working on it. And please remember, all pricing described here is based on pre-split numbers. All prices and share numbers will be adjusted to reflect post-split numbers if this transaction is approved by shareholders. There are three basic elements of the agreement, an initial loan of up to $14.75 million. The second component, upon required approvals, a commitment to purchase just over $101 million of Series AA-1 convertible preferred stock at $1 per share. The third and final component is an option to purchase $43 million of Series AA-2 convertible preferred stock at $0.50 per share. These options are designed to compensate this active investor for the value that they will actively create for all shareholders. The completion of the stock purchase agreement is subject to approval of Odyssey stockholders and other customary conditions. Now let’s look at each element in more detail. The loan is intended to provide funding to Odyssey until shareholders can vote on the agreement and carries an interest rate of 8% per year. It is secured by Odyssey's interest in Oceanica and it matures September 30th, if Odyssey shareholders do not approve the agreement or under certain other circumstances on March 31, 2016. However, any outstanding amounts are intended to be repaid from the investors’ first purchase of the AA-1 shares if Odyssey shareholders approve the agreement. The investors also received a call option to purchase Odyssey's interest in Oceanica for $40 million, which will, when the equity closing occurs as long as the conditions to the continuing equity financing are satisfied -- I'm sorry that expires once the equity closing occurs as long as the conditions to the continuing equity financing are satisfied. After stockholder and other required approvals, the investor will purchase $35 million of Series AA-1 convertible preferred stock priced at $1 per share. As mentioned earlier, the outstanding loan balance will be paid from this initial purchase. At this time, the call option on Odyssey's Oceanica shares will be surrendered. The price for this AA-1 shares represent a 59% premium to the closing price of Odyssey Marine common stock on Wednesday, March 11, 2015. The investor has the right to purchase additional AA-1 convertible shares at $1 until they reach a majority of fully diluted issued and outstanding shares according to the schedule. On March 1, 2016, $21.7 million would come in on September 1, 2016. Another $21.7 million on March 1, 2017, $18.2 million and on March 1, 2018, $4.5 million, at which point the investor will have achieved a control stake in Odyssey Marine. The investor can accelerate these purchases at anytime. The final component, the AA-2 shares, the investor has the option to purchase these convertible preferred shares to reach up to a 65% stake in Odyssey at a price of $0.50 per share. As these options are fully exercised, it would bring the blended price to $0.77 per share, a 22% premium to our closing price on March 11th. It’s important to note that these options cannot be exercised until two conditions are satisfied. First, the investor must fully purchase all stock available to them in the AA-1 tranche. And second, our stock must trade above $1.26 for a minimum of 20 consecutive trading days. The minimum cash investment is over $101 million with the maximum investment of nearly $144.5 million. As I mentioned earlier, your management team spent considerable time exploring all options and we and our board of directors believe this agreement is the most beneficial for the company and our shareholders. As shareholders, you will soon have the opportunity to vote on whether you think we have made the right choice. I am highly confident having looked at many options over the past few years and especially over the past few months that this is the best path forward for our company and one that will permanently strengthen us so that we will stand the test of time. Proxy information will be sent within the coming weeks with more detail and instructions on voting. I think I have covered the basic information, but I know there are many additional questions and we are going to get to those now. As I mentioned at the beginning of this call, we can’t comment on the new strategic financing agreement beyond what was previously disclosed. So any questions on that subject maybe submitted in writing and my answers will be limited in scope to the information contained in our press release and the Form 8-K that we filed with the SEC. If you haven’t submitted advanced questions, you can still do so through the web interface or by sending an e-mail to [email protected]. If you can’t get to answer all of your questions today, we will respond to any remaining questions post through web interface by email. So make sure your e-mail addresses entered correctly. And with that, I am going to start off with the questions. We’ve got a number of them coming in. Many people have submitted multiple questions. And due to the time constraints and in order to answer questions from as many people as possible, we may not be able to answer every question submitted on this call. Let me get started.

The first question is, does the loan, the $14.75 million loan fixture liquidity issue until this deal is done?

And the answer is, yes, it absolutely does. We’re working off on approved budget that includes such things as Victory operators assuming we get necessary approvals, and this amount of money carries us well through this deal process.

When do you anticipate shareholder approval will be received?

The answer to that question is that, as I mentioned a proxy will be sent out shortly. And right now, we intend to have the votes come in at our annual shareholder meeting currently scheduled for early June, I believe the date is June 9th.

Are there any restrictions on your ability to deploy this capital?

The answer is no. The budget that we’ve submitted and is approved fully funds our business plan for the coming months and, as I mentioned in the last answer, includes at sea operations and all components of our business we would normally be engaged within at this time.

Another question here, would you continue with your legacy shipwreck business?

The answer is, yes. We look forward to hopefully being engaged shortly once necessary approvals are secured on the HMS Victory Project, and we do have an interesting basket of 20th century commodity wrecks that we’re also interested in pursuing later this year. So we are absolutely still in the shipwreck business.

Will Odyssey management maintain management rules in the company?

The answer to that question is, there are no changes anticipated in management discussions we’ve had with the investors, make it clear to me that they recognize the talent and the value of the people at Odyssey in terms of being able to run complex offshore operations. And I expect that Odyssey’s management will be retained. And we will be working on the business plan as we have for many years.

Status update on the environmental permit process?

As I mentioned briefly in my prepared comments, SEMARNAT went through the process of running a public consultation, then in November they submitted a series of questions to us that we had to answer, and those answers we just provided back about a week or so ago inside the prescribed timeline specified by SEMARNAT, and we now await their response. There is 10 days remaining. At the time we submitted our answers, there were 10 days remaining in the first review process. SEMARNAT has the ability to request an additional 60 business day review process and we are currently awaiting their response.

Several questions came in on the call option for Oceanica associated with this transaction and another couple of people asked questions about the NOL and how they might be used in the future?

I have to unfortunately say that answering either of these questions would require me to go beyond the information contained in the press release and the 8-K filed with the SEC. And so for now, we cannot answer those questions.

Other questions came up from multiple parties on the Mako termination, why we entered into a termination agreement rather than letting those options expire?

And on that, the only thing I can say is that it was important for us to maintain our control position in Oceanica and terminating the options was the only way for us to do that. Gosh, you guys are sending in a pile of questions.

Have you said that -- you have said that Odyssey Marine is in three businesses, subsea mineral exploration, commodity shipwreck salvage, and historic shipwreck salvage. You have two ships at your disposal to conduct these operations, the Odyssey Explorer and Dorado Discovery. How will these ships be utilized over the next 24 months? If the timing of their activities is not fully within your control, then what are those events and the timing of those events that will determine how these ships will be utilized?

The answer to that question is that these ships are going to be deployed against the projects that demonstrate the best return in the near term. That’s the simple answer. It’s what we have been saying since I took over as CEO that we’re going to be more disciplined about how we made our investments. Deploying ships are the most expensive investment we make every year. And so for now, they will be deployed against the projects that have the highest return and/or the projects we’re already committed to which would be the case for the HMS Victory, assuming all approvals are acquired. So I can’t provide more details than that right now but rest assured we’ll be working at sea and doing it with a mind for generating return for our investors.

Series of questions here, what happens now with the HMS victory that the MOD reversed its decision in November?

I sort of addressed this in my prepared talks but it's important to note that the Maritime Heritage Foundation remains the owner of this wreck and we remain under contract to the Maritime Heritage Foundation to provide archaeological services. We are awaiting the retake of the decision by MOD and our friends at the Maritime Heritage Foundation remain confident that we will have the approvals necessary to proceed with this project in the near term. So we’re standing by and we’re ready, willing, able and excited to actually pursue this project once all those approvals are in place.

Is OMEX exiting the treasure hunting business?

Well, I have to start to answer that question by saying OMEX has never been in the treasure hunting business. We are in the archaeological sensitive shipwreck recovery business for historic shipwrecks. And we do plan as I've mentioned several times to stay in that business, most notably with the HMS Victory project as our most exciting near-term historic shipwreck to work on.

The Odyssey Explorer does not appear to have moved for months on AIS as the crew been furloughed in order to save money?

The answer is the Odyssey Explorer as mentioned earlier in my prepared comments, she is an old ship and she needed a lot of repairs this year. For the past several months, we’ve maintained a full workgroup of our team aboard that ship to make sure she is ready to go. And we expect to be putting a full team aboard shortly once we go back out to work when the weather permits and repairs are completed.

Will Mark Gordon remain CEO under the new Board controlled by the investor?

Well, as far as Mark Gordon knows, he thinks he will. I’ve mentioned earlier, there's no change in management anticipated and on a more serious note as I said earlier. In all of our talks with our investor, they make it very clear that they value the talent that’s here at Odyssey. This is a very unique business to say the least and having experienced people operating it seems to be the investors’ preference. And as I mentioned, the investor is getting into a controlled position to be able to make all those decisions could be some time from now. So Mark Gordon thinks he is still going to be CEO in response to that question. As long as I do a good enough job to maintain that position.

When is next deadline with SEMARNAT?

I just addressed that question. We’re waiting to hear back on our submittal.

Is the $10 million marketing loan from Monaco Financial now in default because of the HMS Victory rescinding of permission?

The answer to that is no. There are no covenants in the Monaco loan that address this issue, so that loan is not in default. Our Monaco Financial’s marketing rights granted to it as part of the $10 million loan impaired by the February 3rd court ruling that overturned Ira Kane and reinstated CGMG’s marketing rights to the SS Central America. I’m not sure that that question actually accurately characterizes what happened in the court ruling, in fact I know, it doesn’t. But again, back to the base question about whether their marketing rights are impaired, there is no guarantee for Monaco that they had any marketing rights to any -- to the Central America. They have rights to anything that Odyssey has rights to. At this point in the processes I mentioned, waiting on court approvals, no rights have been conveyed to RLP and therefore no rights are conveyed to us under our contract to RLP until such time as the court makes all of its final decisions.

Since the subsequent event involves a reverse split, will the annual financial statements be amended to reflect the reduction in number of outstanding shares to reflect the reverse spilt?

My very confident, CFO is shaking his head no. Do you want to explain, do you want any further color on?

We had this transaction. We have received a loan so far. We will look at the accounting treatment that that will impact our 2015 financial statement when that occurs later this year.

Please provide a real timeframe within, which Odyssey’s environmental application has to be acted upon?

Again, that’s the question right now where the window that sometime in the next week or so we would expect to get direction from SEMARNAT, as to whether they've reached a final conclusion based on the new data that Odyssey submitted in the past week or so, or whether they will elect to take an additional review period, which they are entitled to. So as soon as we know, we’ll be providing further information on that one.

Question just came in, is the $26 per share mentioned as a precondition before or after the reverse split?

The answer is again, we’re using on today's calls the pre-split dollars, so that would be adjusted. That threshold would be adjusted and the post-split number would be $7.56 to answer that question.

Please confirm that while the liquidation preference of the preferred stock is accreting at 8%, the number of shares and dilution is not accreting.

That is a correct assumption question. You answered your own question. You're right.

Again, another question about SEMARNAT, I think we’ve adjust that one several times. Here is a new question. Will you be returning to the SS Central America this year?

The answer to that question is that is not yet determined. It would be dependent on our operating schedule. Our priority commitment this year is to the HMS Victory project. But it is certainly possible, if there were time remaining in this year and if we mutually agreed with the receiver that returning to the site made sense, it is certainly something that could be on the table but no decision has been made at this point.

What was the nature of additional information sought by SEMARNAT, and did you answer, raise any new obstacles to approval?

I think the best way I can characterize that is most of the questions that were asked were essentially, either request for clarification or additional information on topics already presented in the MIA application. So there were no new obstacles and I think our team did a fabulous job responding, I think the response was over a 1,000 pages of pretty detailed and scientific additional information on top of the nearly 4,600 pages of documentation already submitted.

Why should shareholders consider a $1 price a fair value?

I guess if you look at the pricing of this deal relative to market, and when you consider the fact that even if all options are exercised, this was done at a premium not a discount to market. I think that's the only answer I have, as to why people may view this as a fair deal. I’ve also mentioned that I believe that this investor will add a tremendous amount of strategic value downstream and I think all shareholders will benefit from that value once created.

How long do you plan to wait for Victory approval before deploying to different projects?

I don't have a specific answer for that. Certainly, we would not want to keep our production capability idle for too long. But I'm not going to answer the question more specifically in terms of time. I think that you'll see us at work in the second quarter on a project that can produce important results for shareholders. I think we're running to the end of these questions. Okay. It looks like most of what we are seeing now are repeats of the same questions. So I think we are done with answering questions on today's call. I thank everybody for listening in. I realized that it’s tough that we are not providing more detailed information at this point, but again proxy will be out shortly and we will be providing more information as we can. The important thing I think to take away from where we are at this financial transaction is that this is the first step towards something that could become very transformative and I believe will become very transformative for our company. One note that was just slipped to me that additional disclosure on fairness will be in the proxy statement. So someone asked the question earlier about why I think the price is fair. And I was answering that kind of off the cuff, it's important to know that a fairness opinion has been rendered and will be in the proxy.

We’ll be handing it back now to the operator, who will be reading some important messages, so please stay on the line while she covers those points.