Mr. Steven Dean reports

OCEANIC ANNOUNCES COMPLETION OF NON-BROKERED CONVERTIBLE DEBENTURE FINANCING

Oceanic Iron Ore Corp. has completed a non-brokered financing in an aggregate amount of $2,385,000, following the original announcement of the financing on Sept. 11, 2024.

The subscribers to the financing were issued convertible debentures, which will earn interest at a rate of 8.5 per cent per annum over a 60-month term, payable quarterly in cash or common shares in the capital of the company, at the election of the company (subject to prior approval from the TSX Venture Exchange), at the market price of the common shares at the time of settlement.

The principal amount of the debentures will be convertible to units during the term at the election of the subscriber. The conversion price during the first year of the term is 7.5 cents per unit, increasing to 10 cents per unit for the rest of the term. Each unit will consist of one common share 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 7.5 cents per common share for a period of five years after closing of the financing.

The debentures are secured with a first ranking charge at any time against the assets of the company, ranking pari passu with the existing debentureholders (as defined below).

The company intends to use the proceeds of the financing for continuing negotiations with potential strategic partners, general claims maintenance, and corporate and working capital purposes.

The debentures and any units acquired on conversion thereof are subject to a hold period expiring on Jan. 24, 2025. No finders' fees were paid in connection with the financing.

Insiders of the company were issued debentures with a principal amount in aggregate of $2,060,001, and, accordingly, the private placement is a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The issuance of debentures to insiders is exempt from the valuation requirements and the minority approval requirements of MI 61-101 by virtue of the exemptions in sections 5.5(a) and 5.7(a) of MI 61-101, since the fair market value of the consideration for the debentures issued to insiders did not exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). The material change report in respect to the related-party transaction will not be filed more than 21 days prior to closing of the financing due to the timing of the announcement of the financing and closing occurring in fewer than 21 days.

Amendments to existing debentures

In connection with the financing, the company has amended its previously issued Series A, B, C and D secured debentures to reference the issuance of the debentures. All other terms of the amended existing debentures, including the conversion price and the conversion period, remain the same as the existing debentures.

Early warning disclosure -- Steven Dean

Pursuant to the financing, Sirocco Advisory Services Ltd., a company controlled by Mr. Dean, acquired debentures of the company in the aggregate principal amount of $220,416.68, which is convertible into 2,938,889 common shares and 2,938,889 warrants if converted in the first year.

In addition to the debenture, Mr. Dean, directly and indirectly, now owns and/or controls, in aggregate, 5,974,306 common shares, representing 5.4 per cent of the current issued and outstanding common shares of the company, a $33,000 Series A convertible debenture of the company, convertible into 330,000 common shares and 330,000 warrants, a $375,250 Series C convertible debenture of the company, convertible into 1,975,000 common shares and 1,975,000 warrants, a $296,000 Series D convertible debenture of the company, convertible into 2.96 million common shares and 2.96 million warrants, and 3,675,000 stock options.

Prior to the completion of the financing, Mr. Dean would have held, directly and indirectly, or had control or direction over, an aggregate of 20,179,306 shares of the company, representing approximately 16.2 per cent (1) of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Series A debenture, conversion of the Series C debenture, conversion of the Series D debenture, exercise of the stock options and exercise of the underlying warrants.

Following the completion of the financing, and assuming conversion of the convertible debentures, exercise of the underlying warrants and stock options, Mr. Dean would own and/or control, directly and indirectly, 26,057,084 common shares, representing 19.97 per cent of the issued and outstanding common shares of the company on a partially diluted basis.

The company has been advised that Mr. Dean acquired the debenture for investment purposes, and may, in the future, acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.

(1) On Nov. 29, 2023, a total of 2.3 million warrants with an exercise price of five cents per common share of the company held by Sirocco Advisory Services Ltd., a company controlled and directed by Mr. Dean, expired unexercised.

Early warning disclosure -- Chris Batalha

Pursuant to the financing, Mr. Batalha acquired debentures of the company in the aggregate principal amount of $114,999, which is convertible into 1,533,320 common shares and 1,533,320 warrants if converted in the first year.

In addition to the debenture, Mr. Batalha directly now owns, in aggregate, 2,320,356 common shares, representing 2.1 per cent of the current issued and outstanding common shares of the company, a $22,000 Series A convertible debenture of the company, convertible into 220,000 common shares and 220,000 warrants, a $186,960 Series C convertible debenture, which is convertible into 984,000 common shares and 984,000 warrants, a $171,000 Series D convertible debenture, which is convertible into 1.71 million common shares and 1.71 million warrants, 750,000 stock options, and 50,000 restricted share units.

Prior to the completion of the financing, Mr. Batalha would have held directly an aggregate of 8,948,356 shares of the company, representing approximately 7.6 per cent (2) of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Series A debenture, conversion of the Series C debenture, conversion of the Series D debenture, exercise of the stock options and exercise of the restricted share units.

Following the completion of the financing, and assuming conversion of the convertible debentures and exercise of the underlying warrants, stock options and restricted share units, Mr. Batalha would own directly 12,014,996 common shares, representing 10.0 per cent of the issued and outstanding common shares of the company on a partially diluted basis.

The company has been advised that Mr. Batalha acquired the debenture for investment purposes, and may, in the future, acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.

Early warning disclosure -- Gordon Keep

Pursuant to the financing, Mr. Keep directly acquired $92,583 in debentures of the company, which are convertible into 1,234,444 common shares and 1,234,444 warrants if converted in the first year. Additionally, Mr. Keep, through Fiore Management & Advisory Corp., a company controlled by Mr. Keep, acquired $57,000 in debentures of the company, which are convertible into 760,000 common shares and 760,000 warrants if converted in the first year.

In addition to the debenture, Mr. Keep, directly and indirectly, now owns and/or controls, in aggregate, 2,810,155 common shares, representing 2.5 per cent of the current issued and outstanding common shares of the company, a $50,000 Series A convertible debenture of the company, convertible into 500,000 common shares and 500,000 warrants; $196,369, of which $61,370 is held directly by Mr. Keep and $134,999 is held through Fiore Management & Advisory, worth of Series C convertible debentures, which are convertible into 1,033,521 common shares and 1,033,521 warrants; $141,000, of which $46,000 is held directly by Mr. Keep and $95,000 is held through Fiore Management & Advisory, worth of Series D convertible debentures, which are convertible into 1.41 million common shares and 1.41 million warrants, and 1.13 million stock options.

Prior to the completion of the financing, Mr. Keep would have held, directly and indirectly, or had control or direction over, an aggregate of 9,827,197 shares of the company, representing approximately 8.4 per cent (3) of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Series A debenture, conversion of the Series C debenture, conversion of the Series D debenture and exercise of the stock options.

Following the completion of the financing, and assuming conversion of the convertible debentures and exercise of the underlying warrants and stock options, Mr. Keep would own and/or control, directly and indirectly, 13,816,086 common shares, representing 11.4 per cent of the issued and outstanding common shares of the company on a partially diluted basis.

The company has been advised that Mr. Keep acquired the debenture for investment purposes, and may, in the future, acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.

(2) On Nov. 29, 2023, a total of 1.2 million warrants with an exercise price of five cents per common share of the company held by Mr. Batalha expired unexercised.

(3) On Nov. 29, 2023, a total of one million warrants with an exercise price of five cents per common share of the company held by Mr. Keep expired unexercised.

Early warning disclosure -- Frank Giustra

Pursuant to the financing, Sestini and Co. Pension Trustees Ltd., an investment account controlled by Mr. Giustra, acquired debentures of the company in the aggregate principal amount of $450,000, which is convertible into six million common shares and six million warrants if converted in the first year.

In addition to the debenture, Mr. Giustra, directly and indirectly, now owns and/or controls, in aggregate, 19,575,082 common shares, representing 17.7 per cent of the current issued and outstanding common shares of the company, a $200,000 Series A convertible debenture of the company, convertible into two million common shares and two million warrants, a $267,330 Series C convertible debenture of the company, convertible into 1,407,000 common shares and 1,407,000 warrants, and a $205,000 Series D convertible debenture of the company, convertible into 2.05 million common shares and 2.05 million warrants.

Prior to the completion of the financing, Mr. Giustra would have held, directly and indirectly, or had control or direction over, an aggregate of 30,489,082 shares of the company, representing approximately 25.1 per cent (4) of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Series A debenture, conversion of the Series C debenture and conversion of the Series D debenture.

Following the completion of the financing, and assuming conversion of the convertible debentures and exercise of the underlying warrants, Mr. Giustra would own and/or control, directly and indirectly, 42,489,082 common shares, representing 31.9 per cent of the issued and outstanding common shares of the company on a partially diluted basis.

The company has been advised that Mr. Giustra acquired the debenture for investment purposes, and may, in the future, acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.

Copies of the early warning report filed by Mr. Dean, Mr. Batalha, Mr. Keep and Mr. Giustra may be obtained from the company's chief financial officer and corporate secretary, Gerrie van der Westhuizen (1-604-566-9080).

(4) On Nov. 29, 2023, a total of 10 million warrants with an exercise price of five cents per common share of the company held by Sestini and Co. Pension Trustees, a company controlled and directed by Mr. Giustra, expired unexercised.

We seek Safe Harbor.