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TSX Venture Exchange: FEO
ALL AMOUNTS ARE STATED IN CANADIAN DOLLARS,
UNLESS OTHERWISE NOTED
VANCOUVER, BC, Sept. 8,
2022 /CNW/ - Oceanic Iron Ore Corp. (TSXV: FEO)
("Oceanic", or the "Company") is pleased to announce
a non-brokered financing in an aggregate amount of up to
$1,220,000 (the
"Financing").
The subscribers to the Financing will be issued 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 in cash or Common Shares, at the election of
the Company, at the market price of the Common Shares at the time
of settlement.
The principal amount of the Debentures will be convertible to
units (each a "Unit") during the Term at the election of the
subscriber. The conversion price during the first year of the term
is $0.07 per Unit, increasing to
$0.10 per Unit for the remainder of
the term. Each Unit will consist of 1 common share of the
Company and 1 common share purchase warrant of the Company, with
each whole warrant entitling the holder to purchase one common
share of the Company ("Common Shares") at a price of
$0.07 per common share for a period
of 5 years after closing of the Financing.
The Debentures will be secured with a first ranking charge at
any time against the assets of the Company, ranking pari-passu with
the current secured debenture holders and holders of the
Replacement Debentures (as defined below).
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.
Replacement of Existing Series A Debentures
The Company also announces that it intends to enter into
agreements with holders of the Company's previously issued Series A
convertible debentures maturing on September
26, 2022 (the "Series A Debentures") to
replace the Series A Debentures with new debentures (the
"Replacement Debentures") on the maturity
date.
The Series A Debentures are convertible to units (each a
"Series A Unit") at the election of the holder
at a price of $0.10 per Series A
Unit. Each Series A Unit consists of 1 Common Share and 1
common 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 $0.10 per
Common Share. The terms of the Replacement Debentures will be
the same as the Series A Debentures, other than (i) the conversion
price during the first year of the term of the is $0.07 per Unit, increasing to $0.10 per Unit for the remainder of the term;
(ii) the warrant exercise price will be $0.07; (iii) the maturity date, which will be
September 26, 2027; and (iv)
accrued interest payable under the Replacement Debentures may be
settled in cash or Common Shares quarterly, at the election of the
Company, at the market price of the Common Shares at the time of
settlement.
Amendments to Existing Series B and C Debentures
The Company also announces that it intends to amend the
Company's previously issued Series B and C convertible debentures
(the "Series B and C Debentures"). The terms of the amended
Series B and C Debentures (the "Amendments") will be the
same as the Series B and C Debentures, other than the accrued
interest payable under the amended Series B and C Debentures may be
settled in cash or Common Shares quarterly, at the election of the
Company, at the market price of the Common Shares at the time of
settlement.
The Financing, the issuance of the Replacement Debentures and
the Amendments are each subject to the approval of the TSX Venture
Exchange.
OCEANIC IRON ORE CORP. (www.oceanicironore.com)
On behalf of the Board of Directors
"Steven Dean"
Chairman
+1 (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 the
Financing, the size of the Financing, the use of proceeds from the
Financing, the issuance of the Replacement Debentures, the
Amendments and future plans and objectives of 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", "intends",
"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) the Company will be able to complete
the Financing and issuance of the Replacement Debentures and
amended Series B and C Debentures on the terms set out in this news
release; (2) there being no significant disruptions affecting
operations, whether due to labour/supply disruptions, damage to
equipment or otherwise; (3) permitting, development, expansion and
power supply proceeding on a basis consistent with the Company's
current expectations; (4) certain price assumptions for iron ore;
(5) prices for availability of natural gas, fuel oil, electricity,
parts and equipment and other key supplies remaining consistent
with current levels; (6) the accuracy of current mineral resource
estimates on the Company's property; and (7) 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 August 22, 2018 (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 complete the Financing and issuance of the
Replacement Debentures on the terms set out in this news release;
the ability of the Company to obtain 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.
