Mr. Xavier de Carniere reports

FERONIA INC. ANNOUNCES SECURED CONVERTIBLE DEBENTURE FINANCING OF UP TO US$9.18 MILLION AND AMENDMENT OF EXISTING DEBENTURES

Feronia Inc. has entered into subscription agreements for a private placement of up to $9.18-million (U.S.) of secured convertible debentures with CDC Group PLC, the United Kingdom government's development finance institution, and the African Agriculture Fund through its subsidiary Golden Oil Holdings Ltd. With these subscriptions and the $7.15-million (U.S.) of debentures subscribed for on Jan. 22, 2015, this completes the previously announced secured convertible debenture financing of up to $16,325,000 (U.S.).

Proceeds from the offering shall be used for working capital purposes and, in particular, to provide expansion capital for the company's subsidiaries in the Democratic Republic of the Congo. The new tranche of investment is also anticipated to enable the company to deliver better environmental and social standards for workers and local people through improved community engagement and environmental practices, upgraded community facilities, such as greater access to clean drinking water, and better workers housing and sanitation.

It is expected that a first tranche of the offering will close on June 19, 2015. In the first tranche, CDC has agreed to subscribe for $6,196,500 (U.S.) principal amount of debentures and Golden Oil has agreed to subscribe for $2-million (U.S.) principal amount of debentures. In the second tranche, which is expected to close on or before July 15, 2015, Golden Oil has agreed to subscribe for $983,500 (U.S.) principal amount of debentures. Each of the subscribers for the debentures shall receive a 2-per-cent arrangement fee on the amount of debentures purchased.

The Canadian-dollar equivalent of the principal amount of the debentures is convertible into common shares of the company at a rate of 25 cents per common share. If the company does not complete an amended debt financing (as such term is defined in the debentures) prior to Dec. 31, 2015, the conversion price of the debentures shall be reduced to 14 cents per common share.

Interest on the debentures shall be 12 per cent per annum, compounded semi-annually, and shall accrue and be payable upon maturity unless converted earlier. Upon conversion, the Canadian-dollar equivalent of the accrued interest on the debentures shall, subject to the approval of the TSX Venture Exchange, be convertible into common shares at a per share price equal to the greater of 25 cents and the discounted market price (as defined in the policies of the TSX-V) at the time of conversion. If the amended debt financing is not completed by Dec. 31, 2015, the interest on the debentures shall convert at a price equal to the greater of 14 cents and the discounted market price of the common shares at the time of conversion.

The debentures will mature on Jan. 22, 2016, and shall be converted or repaid. At any time prior to maturity, the debentures may be converted at the option of the holder. The debentures shall automatically convert in the event that the company draws down on an amended debt financing. The debentures shall be secured by way of a pledge by the company of the outstanding shares of its wholly owned Cayman Islands subsidiary, Feronia CI Inc.

Xavier de Carniere, chief executive officer of Feronia, commented: "We live in an age where thousands of people from the poorest countries in the world, including the DRC, risk their lives on a daily basis travelling vast distances in the hope of finding a better future for themselves and their families. Meanwhile, each year, the DRC imports hundreds of thousands of tonnes of palm oil from Asia to satisfy domestic demand for a product which is native to the country, and part of its people's staple and traditional diet. Both of these situations are unacceptable and, in the case of the DRC, are not unrelated.

"With the support of our shareholders, including CDC and the African Agriculture Fund, we are seeking to rebuild a business in a sustainable and responsible way that aims to replace imported crude palm oil with domestically produced oil, and by doing so, create additional employment, and an environment that provides the opportunity for a decent standard of living, access to proper health care, education and social infrastructure, and fundamentally, a better future for our employees, their families, and the people living on and around our operations in the DRC.

"Rebuilding this business is no small task, but in CDC and the African Agriculture Fund, we have shareholders that have a clear understanding of the challenges we face, and an appreciation that our objectives and motivations are aligned with their own. This business has the ability to improve the lives of thousands of people in the DRC for the better. Whilst we move toward delivering on this ambition, we welcome CDC and the African Agriculture Fund's continued support, and ongoing belief in what we are striving to achieve."

Nigel Gourlay, independent non-executive director of Feronia, added: "The independent members of the board participated directly in negotiations with the investors, and the finalization of the terms of the new debenture issuance and amendments to the existing debentures. As independent directors, we considered the treatment of all stakeholders, including minority shareholders, debtholders and employees, in the context of seeking a funding package that would help the company toward positive cash flow and a self-funded, sustainable future. With these key factors in mind, we determined unanimously that this transaction was fair to all stakeholders and provides an opportunity for substantial shareholder value creation. We are pleased to see the company's short-term funding requirements met, and another key requirement to completing a larger, long-term funding package achieved."

David Easton, investment director, equity investments, CDC Group, said: "CDC has been an investor in Feronia for 18 months, during which time it has met its top priorities of helping the company secure its immediate future, and deliver improved pay and working conditions for all of its workers. The new funding announced today demonstrates our commitment to ensure that it has access to the long-term capital and support it needs. Feronia has made great progress in rehabilitating the plantations it inherited, but the business still has a long path ahead to reach positive cash flow, and a need to accelerate community engagement and development. We are excited by the new leadership of the business under Xavier and his excellent Congolese management team, who we believe are fully aligned with our ambitions for the business. We are confident that the business has potential to be a major contributor to growth and jobs in the DRC."

The company also announced today that it is amending the previously issued $7.15-million (U.S.) principal amount of secured convertible debentures issued Jan. 22, 2015, to CDC and a director of the company. The amendments to the January, 2015, debentures will consist of modifying the conversion price of the principal amount of the debentures and the conversion price of any accrued interest thereon, as well as amending the conversion terms such that the January, 2015, debentures will be convertible into common shares only, rather than units comprising common shares and common share purchase warrants. The amendments to the January, 2015, debentures will occur contemporaneous with the closing of the first tranche of the offering.

Pursuant to Multilateral Instrument 61-101 -- protection of minority securityholders in special transactions, the offering constitutes a related-party transaction as CDC and Golden Oil are insiders of the company. The company is relying on an exemption from the formal valuation and minority approval requirements. The offering is subject to the approval of the TSX-V, and the debentures and common shares issued pursuant to the offering are subject to a statutory hold period of four months and one day.

About CDC

CDC is the United Kingdom's government-owned development finance institution that uses its own balance sheet to invest in the developing countries of South Asia and Africa. It has net assets of 2.8 billion British pounds. CDC's mission is to support the building of businesses in the poorest countries, creating jobs and making a lasting difference to people's lives in some of the world's poorest places. Under its recent business strategy announced in September, 2012, CDC provides debt and direct investment to businesses, as well as acting as a fund of funds investor. CDC also now only makes new investment commitments in Africa and South Asia.

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