TSX Venture Exchange: FEO
ALL AMOUNTS ARE STATED IN CANADIAN DOLLARS,
UNLESS OTHERWISE NOTED
VANCOUVER, BC, March 10, 2021 /CNW/ - Oceanic Iron Ore Corp.
(TSX-V: FEO) ("Oceanic" or the "Company") is pleased
to announce the completion of a non-brokered financing in an
aggregate amount of $1,557,548 (the
"Financing").
The subscribers to the Financing were issued Series C
convertible debentures (the "Debentures") which will earn
interest at a rate of 8.5% per annum over a 60-month term (the
"Term"), payable quarterly.
The principal amount of the Debentures will be convertible to
Units ("Unit") during the Term at the election of the
subscriber at a price of $0.19 per Unit. Each Unit will consist
of 1 common share of the Company and 1 share purchase warrant of
the Company, with each whole warrant entitling the holder to
purchase one common share of the Company at a price of $0.19 per common share until March 10, 2026.
The Debentures will be secured with a first ranking charge
against the assets of the Company, ranking pari-passu with all
other secured debenture holders.
The Debentures and any Units acquired on conversion thereof are
subject to a hold period expiring on July
10, 2021. No finder's fees were paid in connection
with the Financing.
The Company intends to use the proceeds of the Financing for
ongoing negotiations with potential strategic partners, general
claims maintenance, and corporate and working capital
purposes.
Insiders of the Company were issued Debentures with a principal
amount in aggregate of $1,355,358,
and, accordingly, the private placement is a "related party
transaction" within the meaning of Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The issuance of Debentures to insiders
is exempt from the valuation requirements and the minority approval
requirements of MI 61-101 by virtue of the exemptions in sections
5.5(a) and 5.7(a) of MI 61-101, since the fair market value of the
consideration for the Debentures issued to insiders did not exceed
25% of the Company's market capitalization.
Early Warning Disclosure – Steven
Dean
Pursuant to the Financing, Sirocco Advisory Services Ltd., a
corporation owned and controlled by Steven
Dean, acquired a Debenture in the principal amount of
$375,250. The Debenture is
convertible into 1,975,000 Units of the Company of a
price of $0.19 per unit until
March 10, 2026. Each unit will consist of one common share of
the Company and one warrant, each warrant entitling the holder
to purchase one common share of the Company at a price of
$0.19 per share from the date of
issuance until March 10, 2026.
Prior to acquiring the Debenture, the Mr. Dean held, directly
and indirectly, or had control or direction over, over an aggregate
of 4,265,403 common shares of the Company representing
approximately 4.5% of the issued and outstanding common shares of
the Company, 2,300,000 warrants of the Company, 3,141,700 stock
options of the Company, restricted share units convertible into
133,334 common shares of the Company and a Series A Debenture in
the principal amount of $33,000
convertible into 330,000 units of the Company, each unit consisting
of one common share and one warrant of the Company.
Mr. Dean would have held, directly and indirectly, or had
control or direction over, an aggregate of 10,500,437 common shares
of the Company, representing approximately 10.5% of the issued and
outstanding shares on a partially diluted basis assuming the
exercise of warrants and stock options, conversion of restricted
share units, conversion of the Series A Debenture and exercise of
the underlying warrants.
Following acquisition of the Debenture, Mr. Dean holds, directly
and indirectly, or has control or direction over, an aggregate of
4,265,403 common shares of the Company, representing approximately
4.5% of the issued and outstanding common shares of the Company,
2,300,000 warrants of the Company, 3,141,700 stock options of the
Company, restricted share units convertible into 133,334 common
shares of the Company, a Series A Debenture in the principal amount
of $33,000 convertible into 330,000
units of the Company, each unit consisting of one common share and
one warrant of the Company, and the Debenture convertible into
1,975,000 Units of the Company, each unit consisting of one common
share of the Company and one warrant, each warrant entitling the
holder to purchase one common share of the Company.
Mr. Dean would hold 14,450,437 common shares of the Company,
representing approximately 13.9% of the issued and outstanding
common shares on a partially diluted basis assuming the exercise of
warrants and the stock options, conversion of restricted share
units, conversion of the Series A Debenture and exercise of the
underlying warrants and conversion of the Debenture and exercise of
the underlying warrants.
The Company has been advised that Mr. Dean acquired the
securities for investment purposes and may in the future acquire or
dispose of additional securities of the Company through the market,
privately, or otherwise, as circumstances or market conditions
warrant.
Copies of the Early Warning Report filed by Mr. Dean may 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 16,
2020 (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.
