TSX Venture Exchange: FEO
VANCOUVER, Nov. 27, 2019 /CNW/ - 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.
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 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 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.
SOURCE Oceanic Iron Ore Corp.