Oceanic Completes Repayment Of Convertible Debenture With Sino-Canada
Press Release
November 23, 2017
Vancouver, BC – Oceanic Iron Ore Corp. (TSX-V: FEO) (“Oceanic”, or the “Company”) announces the issuance of 16,734,703 common shares of the Company from treasury in connection with the repayment of a convertible debenture issued by the Company to Sino-Canada Natural Resources Fund I (“Sino-Canada”) on May 23, 2013 and amended under an Amendment Agreement dated for reference on September 18, 2015 (the “Debenture”).
As noted in the Company’s press release dated November 17, 2017, the amount repaid of $2,043,307.26 comprises a principal balance owing of $2,025,329 plus accrued and unpaid interest up to the maturity date (being November 23, 2017) of $17,978.26. As dictated by the terms of the Debenture, the conversion price used to determine the common shares issued to Sino-Canada in lieu of cash is based on the volume weighted average share price during the 20 trading days ending on the day before the Company provided notice of its intent to repay the Debenture in common shares of the Company, being $0.1221.
Early Warning Disclosure – Frank Giustra
Mr. Frank Giustra did not acquire or dispose of any securities of the Company pursuant to the transaction described above, however as a result of dilution caused by the common share issuance, Mr. Giustra’s ownership percentage of the issued and outstanding common shares decreased by 3.98% on an undiluted basis and 5.77% on a partially diluted basis.
Immediately following this transaction, the holdings of Mr. Giustra and his related entities did not change. Mr. Giustra, directly and indirectly holds an aggregate of 7,976,350 common shares, representing 11.93% of the issued and outstanding common shares of the Company (15.91% prior to this transaction); holds an aggregate of 1,250,000 warrants of the Company, representing 25.38% of the issued and outstanding warrants and holds a $200,000 convertible debenture which, if converted in the first year, is convertible into 2,500,000 common shares and 2,500,000 warrants. Assuming exercise of the 1,250,000 warrants and assuming full conversion of the debenture and the subsequent exercise of underlying warrants, Mr. Giustra would hold an aggregate of 14,226,350 common shares representing 19.46% of the issued and outstanding common shares of the Company on a partially diluted basis.
Early Warning Requirements – Roberto Aquilini
Prior to the repayment of the Debenture, Mr. Aquilini, directly and indirectly held an aggregate of 6,356,100 common shares representing 12.68% of the current issued and outstanding common shares of the Company. Mr. Aquilini did not acquire or dispose of any securities of the Company pursuant to the transaction described above, however as a result of dilution caused by the common share issuance, Mr.
Aquilini’s ownership percentage of the issued and outstanding common shares decreased by 3.17% on an undiluted and partially diluted basis.
As a result of the repayment of the Debenture on November 23, 2017, Roberto Aquilini directly and indirectly, now owns and/or controls, in aggregate 6,356,100 common shares, representing 9.51% of the current issued and outstanding common shares of the Company on an undiluted and partially diluted basis as Trisec Securities Inc. holds no convertible securities.
The Company has been advised that Mr. Aquilini as disclosed in the Early Warning Report to be filed in conjunction with this news release, that he 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 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
IBF4
