Deep Down Hooks of Mako Technologies in Acquisition

Deep Down has signed a definitive purchase agreement to purchase Mako Technologies. Headquartered in Morgan City, Louisiana, Mako serves the growing offshore petroleum and marine industries with technical support services, and products vital to offshore petroleum production, through rentals of its remotely operated vehicles (ROV), topside and subsea equipment, and diving support systems used in diving operations, maintenance and repair operations, offshore construction, and environmental/marine surveys.

"The total cost of acquiring Mako is a maximum of $5.0 million in cash and 11,269,841 shares of common stock of Deep Down based on Mako management's expectation of $2,400,000 in earnings before depreciation, interest, amortization, taxes and other non-cash charges (EBITDA), after also adjusting for certain non-recurring expenses, for the fiscal year ending December 31, 2007. As part of this acquisition, Deep Down will also pay off approximately $800,000 in Mako bank debt. The first installment of $2,916,667 in cash and 6,574,074 shares of common stock of Deep Down is expected to be paid at closing within the next few days, and the balance of up to $2,083,333 in cash and 4,695,767 shares of common stock of Deep Down will be paid upon completion of an audit to verify adjusted EBITDA expectations for the fiscal year ending December 31, 2007," commented Robert E. Chamberlain, Jr., Deep Down's Chairman.

"We are very pleased to have signed the acquisition agreement with Mako, and believe this non-dilutive transaction is extremely beneficial for Deep Down and our shareholders as we continue to add products and services to our portfolio of capabilities," commented Ron E. Smith, Deep Down's President and CEO. "We believe we can significantly enhance Mako's current annual revenue base of approximately $6.8 million by expanding the equipment rental pool and ROV fleet."

"An expansion of the ROV fleet can yield benefits beyond increased rental income, including increased service revenue from two and three man ROV operating crews and the opportunity to sell additional launch and retrieval systems ("LARS"). Prospect Capital Corporation is providing $6,000,000 in debt to fund the cash requirements and expenses associated with this transaction. Terms are substantially the same as those in the initial borrowing that was concluded in August 2007," said Eugene L. Butler, Deep Down's CFO.

"With Deep Down's relationships and access to capital, we foresee the ability to expand our ROV fleet and take advantage of our customers' growing need for both planned and "emergency" offshore rental equipment in support of their growing level of oil and gas exploration occurring in the Gulf of Mexico. We also plan to expand our operations internationally," commented Jacob Marcell, Mako Technologies' chief executive officer.


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