Mr. Steven Dean reports

OCEANIC ANNOUNCES REPLACEMENT OF PREVIOUSLY ISSUED SERIES B CONVERTIBLE DEBENTURE

Oceanic Iron Ore Corp. has entered into an agreement with the holder of the company's previously issued Series B convertible debenture to replace the existing Series B debenture with a new debenture maturing on Nov. 29, 2028.

The Series B debenture was convertible to units at the election of the holder at a price of 10 cents per unit. Upon conversion, each unit consists 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.

As previously announced on Nov. 23, 2023, the replacement debenture maintains substantially the same terms as the Series B debenture, other than: (i) the warrant exercise price is seven cents; and (ii) the maturity date is Nov. 29, 2028.

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

We seek Safe Harbor.