Oceanic Announces Replacement of Previously Issued Series B Convertible Debenture

1388-9686-1448.2

November 29, 2023 TSX Venture Exchange: FEO

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PRESS RELEASE

OCEANIC ANNOUNCES REPLACEMENT OF PREVIOUSLY ISSUED SERIES B CONVERTIBLE DEBENTURE

Vancouver, BC - Oceanic Iron Ore Corp. – November 29, 2023 (TSX-V: FEO) (“Oceanic”, or the “Company”)

announces that it has entered into an agreement with the holder of the Company’s previously issued

Series B convertible debenture (the “Series B Debenture”) to replace the existing Series B Debenture with

a new debenture (the “Replacement Debenture”) maturing on November 29, 2028.

The Series B Debenture was convertible to units (each a “Unit”) at the election of the holder at a price of

$0.10 per Unit. Upon conversion, each Unit consists of one (1) common share in the capital of the

Company (each, a “Common Share”) and one (1) common share purchase warrant of the Company (each,

a “Warrant”), with each whole Warrant entitling the holder to purchase one Common Share (each, a

“Warrant Share”) at a price of $0.05 per Warrant Share.

As previously announced on November 23, 2023, the Replacement Debenture maintains substantially the

same terms as the Series B Debenture, other than (i) the Warrant exercise price is $0.07 and (ii) the

maturity date is November 29, 2028.

Should any portion of the Replacement Debenture be converted into Units prior to March 29, 2024, the

Common Shares issued in relation thereto will be subject to a statutory hold until March 29, 2024.

OCEANIC IRON ORE CORP. (www.oceanicironore.com)

On behalf of the Board of Directors

“Steven Dean”

Chairman

+1 (604) 566-9080

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.

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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 terms of the Replacement Debenture, any conversion of the

Replacement Debenture 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) 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 most recently filed management discussion and analysis filed on

November 23, 2023 (a copy of which is publicly available on SEDAR+ at www.sedarplus.ca 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 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.

For further information: Gerrie van der Westhuizen, CFO and Corporate Secretary, +1 (604) 566-9080