Oceanic Wind Announces a Non-Brokered Private Placement

For Immediate Release

Vancouver, B.C. – July 8, 2021 – Oceanic Wind Energy Inc. (TSXV-NEX: NKW.H) (“Oceanic” or the “Company”) is pleased to announce its intention to complete a non-brokered private placement of up to a maximum of 2,068,965 units (“Units”) at a price of $0.145 per Unit for gross proceeds of up to $300,000 (the “Offering”). Each Unit shall consist of one common share in the capital of the Company (a “Share”) and one common share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one Share at an exercise price of $0.20 for a period of one year from the date of issuance.

Existing Shareholder Exemption

The Offering will be offered to accredited investors pursuant to National Instrument 45-106 (prospectus and registration exemptions) and to existing securityholders who held shares of the Company on July 6, 2021 pursuant to B.C. Instrument 45-534 (exemption from prospectus requirement from certain trades to existing securityholders). If the Offering is oversubscribed and cannot be increased, subscriptions will be reduced on a pro-rata basis.

Any person who becomes a shareholder of the Company after the record date is not permitted to participate in the Offering using the existing shareholder exemption, but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisers when completing their subscription form to ensure that they use the correct exemption. Subscription forms can be obtained by contacting the Company by telephone at 604-631-4483, or by email at info@oceanicwind.ca.

Certain directors and officers of the Company may participate in the Offering, thereby making the Offering a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company is of the view that the Offering is exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as the Company is listed on the Venture Exchange and the fair market value of any Units to insiders or the consideration paid by insiders of the Company will not exceed 25% of the Company’s market capitalization. The Company’s shares are listed on the TSX Venture Exchange – NEX. No new insiders are anticipated to be created, nor will there be any change of control as a result of the Offering.

Oceanic intends to use the net proceeds for general corporate purposes, working capital and to support Northland Power Inc. in their work to obtain a PPA for the offshore wind project in Hecate Strait.

A finder’s fee may be paid pursuant to the policies.

Completion of the Offering remains subject to the approval of the Exchange. All securities issued under the Offering will be subject to a four month plus one day statutory hold period.

Investors wishing to participating in the Company’s Offering are encouraged to contact Michael O’Connor for more information on eligibility.

For further information please contact:
Michael O’Connor, President & CEO
Oceanic Wind Energy Inc.
Tel: 604-631-4483
Email: info@oceanicwind.ca

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.