Mr. Chris Batalha reports

OCEANIC ANNOUNCES CLOSING OF $50 MILLION EQUITY FINANCING

Oceanic Iron Ore Corp. has successfully closed its previously announced private placement of 66,666,800 units of the company at a price of 75 cents per unit for aggregate gross proceeds of $50,000,100. Each unit comprises one common share of the company and one-half of one warrant of the company. Each whole warrant will be exercisable to purchase one common share at an exercise price of 95 cents per common share, expiring on Feb. 12, 2029.

The offering comprises: (i) a bought deal brokered private placement of 17.25 million units at the offering price for aggregate gross proceeds of $12,937,500, which includes the full exercise of the underwriters' option; and (ii) a non-brokered private placement of 49,416,800 units at the offering price for aggregate gross proceeds of $37,062,600. The bought deal offering was led by National Bank Financial Inc., as joint bookrunner and co-lead underwriter, alongside Haywood Securities Inc., as joint bookrunner and co-lead underwriter.

The net proceeds of the offering will be used to finance permitting and development costs for the company's Hopes Advance, Morgan Lake and Roberts Lake iron ore projects in Northern Quebec, Canada, for advancing strategic investment initiatives, and for general corporate purposes.

In connection with the bought deal offering, the underwriters were paid a cash fee of $776,250, equal to 6 per cetn of the gross proceeds from the sale of such units, including any units sold pursuant to the underwriters' option.

The units were offered in each province and territory of Canada, as well as the United States and other jurisdictions, pursuant to available prospectus and/or registration exemptions and applicable securities laws. All securities issued pursuant to the offering will be subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

All holders of the company's convertible debentures converted their respective debentures contemporaneously with the closing of the offering. This resulted in the issuance of 32,892,521 common shares and 32,892,521 share purchase warrants of the company. Furthermore, a total of 1,407,000 share purchase warrants were exercised for proceeds totalling $267,330. As at the time of this news release, there are 254,552,802 issued and outstanding common shares of the company.

Certain insiders of the company subscribed for units under the non-brokered offering. Each of the insiders' participation constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation requirements contained in section 5.5(a) of MI 61-101 and the minority shareholder approval requirement contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the securities to be distributed to the insiders is not more than 25 per cent of the company's market capitalization, as calculated in accordance with MI 61-101. The company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the non-brokered offering, as the details of the participation by the related parties were not settled until shortly prior to closing of the non-brokered offering.

Early warning disclosure -- Steven Dean

Pursuant to the non-brokered offering, Mr. Dean, through his related entity, Sirocco Advisory Services Ltd., which is beneficially owned and controlled by Mr. Dean, acquired a total of 334,000 units, comprising 334,000 common shares and 167,000 warrants, for cash consideration of $250,500.

Pursuant to the conversions, Mr. Dean, through Sirocco, converted the following debentures:

• A Series A convertible debenture in the amount of $33,000 into 330,000 common shares and 330,000 share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Sept. 26, 2027;
• A Series C convertible debenture in the amount of $375,250 into 1,975,000 common shares and 1,975,000 share purchase warrants, exercisable at 19 cents per share purchase warrant, expiring on March 10, 2026;
• A Series D convertible debenture in the amount of $296,000 into 2.96 million common shares and 2.96 million share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Sept. 26, 2027.

As a result of the offering and the conversions disclosed herein, Mr. Dean, directly and indirectly, now owns and/or controls, in aggregate, 15,191,834 common shares, representing 5.97 per cent of the current issued and outstanding common shares of the company, 3,625,000 stock options, and 8,370,889 warrants.

Prior to the offering and the conversions, Mr. Dean held, directly and indirectly, or had control or direction over, an aggregate of 9,592,834 common shares of the company, representing approximately 6.25 per cent of the issued and outstanding shares of the company, and 15.64 per cent of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Dean debentures and the related warrants, as well as the exercise of the stock options held.

Following the offering and the conversions, and assuming exercise of the warrants and stock options owned or controlled by Mr. Dean, Mr. Dean would own and/or control, directly and indirectly, 27,187,723 common shares, representing 10.20 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 units and executed the conversion of the Dean debentures 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 -- Frank Giustra

Pursuant to the non-brokered offering, Sestini and Co. Pension Trustees Ltd., an investment account controlled by Mr. Giustra, acquired a total of four million units, comprising four million common shares and two million warrants, for cash consideration of $3-million.

Pursuant to the conversions, Mr. Giustra, directly, through Sestini and through the Radcliffe Corp. (a company controlled by Mr. Giustra), converted the following debentures:

• A Series A convertible debenture in the amount of $200,000 into two million common shares and two million share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Sept. 26, 2027;
• A Series C convertible debenture in the amount of $267,330 into 1,407,000 common shares and 1,407,000 share purchase warrants, exercisable at 19 cents per share purchase warrant, expiring on March 10, 2026;
• A Series D convertible debenture in the amount of $205,000 into 2.05 million common shares and 2.05 million share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Sept. 26, 2027.

Furthermore, concurrent with the conversion of the Series C convertible debentures, Mr. Giustra, through Sestini, exercised 1,407,000 share purchase warrants at an exercise price of 19 cents per warrant into common shares for total proceeds of $267,330.

As a result of the offering, the conversions and the Giustra warrant exercise disclosed herein, Mr. Giustra, directly and indirectly, now owns and/or controls, in aggregate, 41,602,201 common shares, representing 16.34 per cent of the current issued and outstanding common shares of the company, and 12.05 million warrants.

Prior to the offering, the conversions and the Giustra warrant exercise, Mr. Giustra held, directly and indirectly, or had control or direction over, an aggregate of 30,738,201 common shares of the company, representing approximately 20.01 per cent of the issued and outstanding shares of the company, and 27.95 per cent of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Giustra debentures and its related warrants.

Following the offering and the conversions, and assuming the exercise of the warrants owned or controlled by Mr. Giustra, Mr. Giustra would own and/or control, directly and indirectly, 53,652,201 common shares, representing 20.12 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 units, executed the conversion of the Giustra debentures and executed the Giustra warrant exercise 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 -- Ryan Beedie

Pursuant to the non-brokered offering, Mr. Beedie, through his related entity, Beedie Capital Investments Ltd., which is beneficially owned and controlled by Mr. Beedie, acquired a total of four million units, comprising four million common shares and two million warrants, for cash consideration of $3-million.

Pursuant to the conversions, Mr. Beedie, through Beedie Capital, converted the following debentures:

• A Series A convertible debenture in the amount of $200,000 into two million common shares and two million share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Sept. 26, 2027;
• A Series B convertible debenture in the amount of $837,500 into 8,375,000 common shares and 8,375,000 share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Nov. 29, 2028;
• A Series C convertible debenture in the amount of $200,640 into 1,056,000 common shares and 1,056,000 share purchase warrants, exercisable at 19 cents per share purchase warrant, expiring on March 10, 2026;
• A Series D convertible debenture in the amount of $304,000 into 3.04 million common shares and 3.04 million share purchase warrants, exercisable at seven cents per share purchase warrant, expiring on Sept. 26, 2027.

As a result of the offering and the conversions disclosed herein, Mr. Beedie, directly and indirectly, now owns and/or controls, in aggregate, 42,374,523 common shares, representing 16.65 per cent of the current issued and outstanding common shares of the company, and 29,804,360 warrants.

Prior to the offering and the conversions, Mr. Beedie held, directly and indirectly, or had control or direction over, an aggregate of 23,903,523 common shares of the company, representing approximately 15.56 per cent of the issued and outstanding shares of the company, and 33.79 per cent of the issued and outstanding shares on a partially diluted basis assuming the conversion of the Beedie debentures and the related warrants.

Following the offering and the conversions, and assuming exercise of the warrants owned or controlled by Mr. Beedie, Mr. Beedie would own and/or control, directly and indirectly, 72,178,883 common shares, representing 25.38 per cent of the issued and outstanding common shares of the company on a partially diluted basis.

The company has been advised that Mr. Beedie acquired the units and executed the conversion of the Beedie debentures 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.

A copy of the early warning reports with respect to the foregoing will appear on the company's profile on SEDAR+. To obtain a copy of these reports, please contact Chris Batalha, chief executive officer and director of the company, at 1-604-566-9080 or cb@oceanicironore.com.

About Oceanic Iron Ore Corp.

Oceanic is focused on the development of its 100-per-cent-owned Hopes Advance, Morgan Lake and Roberts Lake iron ore development projects, located on the coast in the Labrador Trough in Quebec, Canada. Oceanic's flagship Hopes Advance project has a National Instrument 43-101 measured and indicated mineral resource of approximately 1.39 billion tonnes (measured resources -- 774,241 tonnes at 32.2 per cent iron (Fe), indicated resources -- 613,796 tonnes at 32.0 per cent Fe), and enjoys the distinct advantage of being located at tidewater and not being reliant on third parties for key infrastructure, such as port, power and especially bulk transportation to port (negating the need for any rail infrastructure).

In December, 2019, the company published the results of a preliminary economic assessment completed in respect of the flagship Hopes Advance project, outlining a base case pretax NPV (net present value) at 8 per cent of $2.4-billion (U.S.) (posttax NPV at 8 per cent of $1.4-billion (U.S.)) over a 28-year mine life and a life-of-mine operating cost of approximately $30 (U.S.) per tonne, producing a blast furnace concentrate product grading at 66.5 per cent Fe with approximately 4.5 per cent silica.

More recently, the company has completed preliminary metallurgical testwork that indicates the potential to produce a high-grade, direct reduction iron product, based on bench-scale flotation testing, which may be achievable with modest modifications to the existing flowsheet, thereby providing versatility in product choice and contributing to the global green-steel movement. Further information in respect of the Morgan Lake and Roberts Lake projects, both of which have been explored historically and which have defined historical resources, is also available on the company's website.

Notes on technical disclosure

Mineral resources are not mineral reserves and do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing or other relevant issues. There is no certainty that mineral resources will be converted to mineral reserves.

The study is based on a mineral resource estimate for the Hopes pdvance Project, disclosed in a technical report, titled "Preliminary Economic Assessment of the Re-Scoped Hopes Advance Property," with an effective date of Dec. 19, 2019, and filed on SEDAR+ on Jan. 31 ,2020. The key assumptions, parameters and methods used to estimate the mineral resource estimate, and the identification of known legal, political, environmental or other risks that could materially affect the potential development of the mineral resources, are described in such technical report. The study is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the study will be realized.

The technical information contained in this news release has been reviewed and approved by Eddy Canova, PGeo, a consultant to the company, a qualified person as defined by National Instrument 43-101 and independent of the company.

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