NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Vancouver, B.C. – August 13, 2021 – Oceanic Wind Energy Inc. (TSXV-NEX: NKW.H) (the “Company”) is pleased to announce it has closed its non-brokered private placement and raised $300,000.22 through the issuance of 2,068,967 units at $0.145 per Unit. Each Unit consists of one common share in the capital of the Company and one warrant. Each Warrant is exercisable at an exercise price of $0.20 for a period of one year from the date of issuance. The Company will now apply to the TSX Venture Exchange – NEX for approval to issue the securities.
The securities to be issued will be legend with the required hold period expiring four months plus one day from issuance.
Insiders have participated in the private placement as to 665,517 units ($96,499.96). This participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61‐101 Protection of Minority Security Holders in Special Transactions (“MI 61‐101”), however it is exempt from the valuation and minority shareholder approval requirements of MI 61‐101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(a) of MI 61‐101, in that the fair market value of the shares purchased by the insiders does not exceed 25% of the Company’s market capitalization and the Company’s shares are listed on the TSX Venture Exchange -NEX.
Oceanic intends to use the net proceeds for general corporate purposes and working capital. While the Company intends to spend the net proceeds from the offering as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at the discretion of the Board.
For further information please contact:
Michael O’Connor, President & CEO
Oceanic Wind Energy Inc.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain information contained in this document may include “forward-looking information”. Without limiting the foregoing, the information and any forward-looking information may include statements regarding the closing of the Offering, the filing of a preliminary and final prospectus and the use of proceeds of the Offering. In this document, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or the Company management’s good-faith beliefs with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled “Risks and Uncertainties” in the Management’s Discussion and Analysis of the Company for its most recent interim financial statements filed with the Canadian securities commissions. The forward- looking information set forth herein reflects the Company’s expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
The Company does not intend, nor does it undertake, any obligation to update or revise any forward-looking information or statements contained in this document to reflect subsequent information, events or circumstances or otherwise, except as required by applicable laws.