Mr. Steven Dean reports

OCEANIC ANNOUNCES REPLACEMENT OF PREVIOUSLY ISSUED SERIES B CONVERTIBLE DEBENTURE AND SETTLEMENT OF ADVANCE ROYALTY

Oceanic Iron Ore Corp. intends to:

Replace the Series B debentures at maturity

The company intends to enter into agreements with the holder of the company's previously issued Series B convertible debenture maturing on Nov. 29, 2023, to replace the existing Series B debenture with a new debenture on the maturity date, subject to the acceptance of the TSX Venture Exchange.

The Series B debenture is convertible to units at the election of the holder at a price of 10 cents per unit. Upon conversion, each unit will consist of one common share in the capital of the company and one common share purchase warrant of the company, with each whole warrant entitling the holder to purchase one common share at a price of five cents per warrant share. The terms of the replacement debenture will be the same as the Series B debenture, other than: (i) the warrant exercise price will be seven cents; and (ii) the maturity date will be Nov. 29, 2028.

Should any portion of the replacement debenture be converted into units prior to March 29, 2024, any common shares issued in relation thereto will be subject to a statutory hold until March 29, 2024.

Settle and/or defer part of advance royalty payments

The company has reached agreements with its Hopes Advance project royalty holders in respect of settlement of its coming advance royalty payments. Under the terms of the royalty agreements, each of SPG Royalties Inc. and 154619 Canada Inc. is entitled to annual advance royalty payments of $100,000 until the commencement of commercial production on Hopes Advance. Advanced royalty payments will be deductible from actual royalty payments subsequent to the commencement of commercial production.

SPG has agreed to a settlement of its 2023 advance royalty payment through a cash payment of $25,000 and the issuance of an aggregate of 1,153,846 common shares at a price of 6.5 cents per common share. The settlement with SPG is subject to approval by the TSX-V. The common shares issued will be subject to a statutory four-month hold period.

154619 has agreed to a part settlement of its 2023 advance royalty payment through a cash payment of $50,000, with the remaining balance of $50,000 to be deferred until Nov. 30, 2024.

We seek Safe Harbor.