TSX Venture Exchange: FEO
VANCOUVER, Nov. 23, 2017 /CNW/ - Oceanic Iron Ore Corp.
(TSX-V: FEO) ("Oceanic", or the "Company")
announces the issuance of 16,734,703 common shares of the Company
from treasury in connection with the repayment of a convertible
debenture issued by the Company to Sino-Canada Natural Resources
Fund I ("Sino-Canada") on May 23,
2013 and amended under an Amendment Agreement dated for
reference on September 18, 2015 (the
"Debenture").
As noted in the Company's press release dated November 17, 2017, the amount repaid of
$2,043,307.26 comprises a principal
balance owing of $2,025,329 plus
accrued and unpaid interest up to the maturity date (being
November 23, 2017) of $17,978.26. As dictated by the terms of the
Debenture, the conversion price used to determine the common shares
issued to Sino-Canada in lieu of cash is based on the volume
weighted average share price during the 20 trading days ending on
the day before the Company provided notice of its intent to repay
the Debenture in common shares of the Company, being $0.1221.
Early Warning Disclosure – Frank
Giustra
Mr. Frank Giustra did not acquire
or dispose of any securities of the Company pursuant to the
transaction described above, however as a result of dilution caused
by the common share issuance, Mr. Giustra's ownership percentage of
the issued and outstanding common shares decreased by 3.98% on an
undiluted basis and 5.77% on a partially diluted basis.
Immediately following this transaction, the holdings of Mr.
Giustra and his related entities did not change. Mr. Giustra,
directly and indirectly holds an aggregate of 7,976,350 common
shares, representing 11.93% of the issued and outstanding common
shares of the Company (15.91% prior to this transaction);
holds an aggregate of 1,250,000 warrants of the Company,
representing 25.38% of the issued and outstanding warrants and
holds a $200,000 convertible
debenture which, if converted in the first year, is convertible
into 2,500,000 common shares and 2,500,000 warrants. Assuming
exercise of the 1,250,000 warrants and assuming full conversion of
the debenture and the subsequent exercise of underlying warrants,
Mr. Giustra would hold an aggregate of 14,226,350 common shares
representing 19.46% of the issued and outstanding common shares of
the Company on a partially diluted basis.
Early Warning Requirements – Roberto
Aquilini
Prior to the repayment of the Debenture, Mr. Aquilini, directly
and indirectly held an aggregate of 6,356,100 common shares
representing 12.68% of the current issued and outstanding common
shares of the Company. Mr. Aquilini did not acquire or
dispose of any securities of the Company pursuant to the
transaction described above, however as a result of dilution caused
by the common share issuance, Mr. Aquilini's ownership percentage
of the issued and outstanding common shares decreased by 3.17% on
an undiluted and partially diluted basis.
As a result of the repayment of the Debenture on November 23, 2017, Roberto Aquilini directly and indirectly, now
owns and/or controls, in aggregate 6,356,100 common shares,
representing 9.51% of the current issued and outstanding common
shares of the Company on an undiluted and partially diluted basis
as Trisec Securities Inc. holds no convertible securities.
The Company has been advised that Mr. Aquilini as disclosed in
the Early Warning Report to be filed in conjunction with this news
release, that he may in the future acquire or dispose of securities
of the Company, through the market, privately or otherwise, as
circumstances or market conditions warrant.
A copy of the early warning reports relating to these holdings
will be available under the Company's profile on SEDAR. A
copy may also be obtained from the Company's CFO, Chris Batalha (604-566-9080).
OCEANIC IRON ORE CORP. (www.oceanicironore.com)
On behalf of the Board of Directors
"Steven Dean"
Chairman
+604 566-9080
This news release includes certain "Forward-Looking
Statements" as that term is used in applicable securities law. All
statements included herein, other than statements of historical
fact, including, without limitation, statements regarding potential
mineralization and resources, exploration results, and future plans
and objectives of Oceanic Iron Ore Corp. ("Oceanic", or the
"Company"), are forward-looking statements that involve various
risks and uncertainties. In certain cases, forward-looking
statements can be identified by the use of words such as "plans",
"expects" or "does not expect", "scheduled", "believes", or
variations of such words and phrases or statements that certain
actions, events or results "potentially", "may", "could", "would",
"might" or "will" be taken, occur or be achieved. There can be no
assurance that such statements will prove to be accurate, and
actual results could differ materially from those expressed or
implied by such statements. Forward-looking statements are
based on certain assumptions that management believes are
reasonable at the time they are made. In making the
forward-looking statements in this presentation, the Company has
applied several material assumptions, including, but not limited
to, the assumption that: (1) there being no significant disruptions
affecting operations, whether due to labour/supply disruptions,
damage to equipment or otherwise; (2) permitting, development,
expansion and power supply proceeding on a basis consistent with
the Company's current expectations; (3) certain price assumptions
for iron ore; (4) prices for availability of natural gas, fuel oil,
electricity, parts and equipment and other key supplies remaining
consistent with current levels; (5) the accuracy of current mineral
resource estimates on the Company's property; and (6) labour and
material costs increasing on a basis consistent with the Company's
current expectations. Important factors that could cause actual
results to differ materially from the Company's expectations are
disclosed under the heading "Risks and Uncertainties " in the
Company's MD&A filed November 22,
2017 (a copy of which is publicly available on SEDAR at
www.sedar.com under the Company's profile) and elsewhere in
documents filed from time to time, including MD&A, with the TSX
Venture Exchange and other regulatory authorities. Such factors
include, among others, risks related to the ability of
the Company to obtain necessary financing and adequate insurance;
the economy generally; fluctuations in the currency markets;
fluctuations in the spot and forward price of iron ore or certain
other commodities (e.g., diesel fuel and electricity); changes in
interest rates; disruption to the credit markets and delays in
obtaining financing; the possibility of cost overruns or
unanticipated expenses; employee relations. Accordingly, readers
are advised not to place undue reliance on Forward-Looking
Statements. Except as required under applicable securities
legislation, the Company undertakes no obligation to publicly
update or revise Forward-Looking Statements, whether as a result of
new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Oceanic Iron Ore Corp.
