Oceanic Wind Energy Inc. Announces Private Placement

Vancouver, B.C. – October 28, 2022

Oceanic Wind Energy Inc. (TSXV-NEX: NKW.H) (the “Company”) is pleased to announce its intention to complete a private placement of up 5,000,000 units (“Units”) at $0.05 per Unit for gross proceeds of up to $250,000. Each Unit shall consist of one common share and one warrant exerciseable at $0.07 for a period of one year.

Certain directors and officers of the Company may participate in the private placement, 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 approval 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 did not file a material change report 21 days prior to announcing this private placement as the details of the respective participation is not known.

Oceanic intends to use the net proceeds for general corporate purposes, working capital. A finder’s fee may be paid pursuant to the policies of the TSX-NEX.

The closing of the private placement is subject to completion of formal documentation and the approval of the TSX Venture Exchange – NEX. All securities issued under this private placement will be subject to a four month plus one day statutory hold period.

Investors wishing to participate 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: moconnor@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.