Oceanic Announces Completion of Non-Brokered Convertible Debenture Financing, Provides Corporate Update

September 26, 2017 TSX Venture Exchange: FEO

PRESS RELEASE

OCEANIC ANNOUNCES COMPLETION OF NON-BROKERED CONVERTIBLE DEBENTURE FINANCING,

PROVIDES CORPORATE UPDATE

Vancouver, BC - 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 $810,000 (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.

The principal amount of the Debentures will be convertible to Units (“Unit”) during the Term at the

election of the subscriber. The conversion price during the first year of the term is $0.08 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 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, expiring September

26, 2022.

The Debentures will be secured with a first ranking charge against the assets of the Company.

The Debentures and any Units acquired on conversion thereof are subject to a hold period expiring on

January 26, 2018. No finder’s fees were paid in connection with the Financing.

The Company intends to use the proceeds of the Financing to fund 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 $305,000, 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 (“MI61-101”). 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.

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Director Change

The Company also announces that Daisy Zhu has resigned from the Board of Directors of the Company.

Ms. Zhu was the nominated director pursuant to the provisions of its amended debenture agreement with

Sino-Canada Natural Resources Fund I (“Sino-Canada”).

As a result of Ms. Zhu’s resignation, Ms. Cathy Chan has been appointed to the Company’s board of

directors with immediate effect. Ms. Chan will now serve as Sino Canada’s nominated director.

Ms. Cathy Chan has experience in the investment of the global resources industry. Ms. Chan has

participated in a number of the private equity investments in public mining companies listed on Toronto

Stock Exchange and the Hong Kong Stock Exchange over the past few years.

Her career has included the International Business Unit of Bank of China, Hong Kong New World

Development Group and the Sino-Canada Natural Resources Fund. Ms. Chan obtained her Bachelor's

degree in international finance from Chinese Central University of Finance and Economics and her

Master's of Business Administration from the Carlson School of Management at the University of

Minnesota.

Early Warning Disclosure – Frank Giustra

Pursuant to the Financing, The Radcliffe Corporation, a Company beneficially owned and controlled by

Frank Giustra, acquired a Debenture of the Company in the principal amount of $200,000 which is

convertible into 2,500,000 common shares and 2,500,000 warrants if converted in the first year.

In addition to the Debenture, Mr. Giustra, directly and indirectly, now owns and/or controls, in aggregate,

7,976,350 common shares, representing 15.91% of the current issued and outstanding common shares of

the Company and 1,250,000 warrants representing 25.38% of the issued and outstanding warrants of the

Company. Assuming exercise of the 1,250,000 warrants, conversion of the Debenture and exercise of the

warrants acquired on conversion of the Debenture, Mr. Giustra would own and/or control, directly and

indirectly, 14,226,350 common shares, representing 25.23% of the issued and outstanding common

shares of the Company on a partially diluted basis.

The Company has been advised that Mr. Giustra acquired the Debenture for investment purposes and

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 Report filed by

Mr. Giustra 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

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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 August 23, 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.