Mr. Xavier de Carniere reports

FERONIA INC. ANNOUNCES CLOSING OF SECOND TRANCHE OF SECURED CONVERTIBLE DEBENTURES

Feronia Inc. has closed the second tranche of the previously announced private placement of secured convertible debentures in the principal amount of $983,500 (U.S.) with the African Agriculture Fund, through its subsidiary Golden Oil Holdings Ltd.

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 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 worker housing and sanitation.

The Canadian-dollar equivalent of the principal amount of the debentures is convertible into common shares of the company at a price 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.

Pursuant to Multilateral Instrument 61-101 (protection of minority securityholders in special transactions), the offering constitutes a related-party transaction as GOHL is an insider 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.

We seek Safe Harbor.