Oceanic Announces Conversion of Convertible Debentures and Settlement of Advance Royalty Payables
Head Office Address:
3083-595 Burrard Street, PO Box 49298,
Vancouver, BC, V4K 1P4
November 27, 2019 TSX Venture Exchange: FEO
PRESS RELEASE
OCEANIC ANNOUNCES CONVERSION OF CONVERTIBLE DEBENTURES AND SETTLEMENT OF ADVANCE
ROYALTY PAYABLES
Vancouver, BC - Oceanic Iron Ore Corp. (TSX-V: FEO) (“Oceanic”, or the “Company”) announces the
issuance of 18,500,000 units (“Units”) of the Company from treasury in connection with the conversion
by certain holders of the Company’s Series B convertible debentures issued by the Company on November
29, 2018 (the “Debentures”).
A total principal amount of $925,000 has been converted at a conversion price of $0.05 per Unit, with
Each Unit comprising one common share of the Company and one 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 $0.05 per common share, expiring November 29, 2023.
Considering all conversions of the Debentures to date, the remaining principal balance of the Debentures
is $837,500.
Settlement of Advance Royalty Payments
Oceanic is also pleased to announce that it has reached agreements with its Hopes Advance royalty
holders in respect of the settlement of its upcoming advance royalty payments.
The Company reached agreement with SPG Royalties Inc. (“SPG”) in respect of its 2019 advance royalty
payment of $100,000 through the issuance of 2,000,000 common shares at a price of $0.05 per share.
The Company also reached agreement with 154619 Canada Inc. (“154619”) in respect of its 2017 advance
royalty payment of $100,000 through the issuance of 2,000,000 common shares at a price of $0.05 per
share, and settlement of the 2018 and 2019 advance royalty payments have been deferred to a date being
on or before November 30, 2020, whereby the Company has the election to settle such payments either
by cash payment or by way of issuance of common shares of the Corporation at a deemed price per share
equal to the volume weighted average trading price of the Corporation’s common shares on the TSX
Venture Exchange for the 20 trading days ending on November 27, 2020.
The settlements with SPG and 154619 are subject to approval by the TSX Venture Exchange. The common
shares issued will be subject to the statutory four month hold period.
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SPG and 154619 are each entitled to annual advance royalty payments of $100,000 until the
commencement of commercial production on the Company’s Hopes Advance Project. Advanced royalty
payments for both SPG and 1546419 are deductible from actual royalty payments subsequent to the
commencement of commercial production.
Early Warning Disclosure – Frank Giustra
As a result of the conversion of the Series B Convertible Debenture of the Company in the principal amount
of $500,000 on November 26, 2019, Sestini and Co. Pension Trustees Ltd. (an investment account
controlled and directed by Mr. Frank Giustra), of 3123-595 Burrard Street, Vancouver B.C., received
10,000,000 units, comprising of 10,000,000 common shares and 10,000,000 warrants.
Prior to the conversion of the debenture, Mr. Giustra directly and indirectly owned and/or controlled an
aggregate of 7,551,350 common shares, representing 10.78% of the issued and outstanding shares and
would have owned an aggregate of 31,551,350 assuming the exercise of convertible securities
representing 33.55% of the outstanding shares on a partially diluted basis.
Mr. Giustra directly and indirectly now owns and/or controls an aggregate of 17,551,350 common shares,
representing 19.82% of the current issued and outstanding common shares of the Company and would
own 31,551,350 representing 30.77% of the issued and outstanding common shares of the Company on
a partially diluted basis assuming the exercise of warrants, conversion of the Series A Convertible
Debenture of the Company and exercise of the warrants acquired on conversion of the Series A
Convertible Debenture.
The Company has been advised that Mr. Giustra 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.
Early Warning Requirements – Steven Dean
Pursuant to the issuance of Units noted above, Sirocco Advisory Services Ltd. (“Sirocco”), a corporation
owned and controlled by Steven Dean, of 3083-595 Burrard Street, Vancouver B.C., converted its Series B
Debenture in the principal amount of $115,000, resulting in the issuance of 2,300,000 Units of the
Company on November 26, 2019.
Prior to the issuance of the Units noted above, Mr. Dean held, directly and indirectly, or had control or
direction over, an aggregate of 1,573,137 common shares of the Company representing approximately
2.25% of the issued and outstanding common shares of the Company, 2,141,700 stock options 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, restricted share
units convertible into 200,000 common shares of the Company, and a Series B Debenture in the principal
amount of $115,000, convertible into 2,300,000 units of the Company of a price of $0.05 per unit until
November 29, 2019 and thereafter into 1,150,000 units of the Company at a price of $0.10 per unit until
November 29, 2023, 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 at a price of $0.05 per share
from the date of issuance until November 29, 2023.
Following the issuance of the Units noted above, Mr. Dean holds, directly and indirectly, or has control or
direction over, an aggregate of 3,873,137 common shares of the Company, representing approximately
4.37% of the issued and outstanding common shares of the Company, 2,141,700 stock options of the
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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, restricted share
units convertible into 200,000 common shares of the Company, and 2,300,000 share purchase warrants.
Mr. Dean would hold 9,174,837 common shares of the Company, representing approximately 9.78% of
the issued and outstanding common shares on a partially diluted basis assuming the exercise of the stock
options, conversion of the Series A Debenture and exercise of the underlying warrants, conversion of the
restricted share units, and conversion of the 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.
Early Warning Disclosure – Sino-Canada
Prior to the issuance of Units noted above, Sino-Canada Natural Resources Fund I (“Sino-Canada”), of
Scotia Centre, 4th Floor, PO Box 2804, Georgetown, Grand Cayman, directly and indirectly owned and/or
controlled an aggregate of 25,069,703 common shares, representing 35.79% of the issued and
outstanding shares of the Company.
As Sino Canada was not a holder of the Debentures, after giving effect to the issuance of the Units, Sino-
Canada continues to own and/or control an aggregate of 25,069,703 common shares. Sino-Canada’s
holdings now represent 28.31% of the current issued and outstanding common shares of the Company.
The Company has been advised that Sino-Canada continues to hold 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.
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
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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 21, 2019 (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.