Oceanic Wind Energy Inc. is pleased to announce the completion of an investment agreement with Elemental Energy Inc. in the Hecate Strait Offshore Wind Project.

For immediate release:

August 29, 2024 (Vancouver, BC) Oceanic Wind Energy Inc. (“Company”) (NEX-V: NKW.H) has entered into a share purchase agreement with Elemental Energy Inc. (“Elemental”) for the purchase of the Company’s subsidiary, Naikun Wind Development Inc. (“Devco”) for $1,500,000 (the “Purchase Price”). The Purchase Price shall be paid by Elemental in three installments as follows:

1. $550,000 shall be paid to the Company on closing;
2. $475,000 shall be paid to the Company on the first anniversary of closing; and
3. $475,000 shall be paid to the Company on the second anniversary of closing.

In addition, Elemental has agreed to fund up to $50,000 of the Company’s advisory costs (legal and accounting) related to this transaction.

Devco currently holds a minority interest in NP B.C. Offshore Limited Partnership (“LP”). The Company is the general partner and major limited partner in LP, which is the entity that is furthering the development of the Hecate Strait project. Following the closing of the share purchase agreement, both the Company and Devco will each contribute capital of $100,000 into LP, and as further capital is required by LP, Devco and the Company will each contribute additional capital pursuant to the terms of the LP agreement.

The President of the Company, Mike O’Connor, is pleased with the completion of the investment “ This investment brings a new partner into the project that will be beneficial and allows for funding of the project at a time in BC, where the demand for electricity, particularly in the North West, is significant and growing. We look forward to working with Elemental, local First Nations and our offshore wind developer to move the project forward.”

The transaction is considered non arms-length transaction as Mr. Joe Houssian is a director of Elemental and the Company. Mr. Houssian will abstain from voting on the transaction.

The above mentioned transaction is subject to shareholder and regulatory approval. The Company anticipates receiving shareholder approval, via written consent, and will update shareholders as events occur.

On behalf of the Board Oceanic
Wind Energy Inc.

Michael O’Connor, President & CEO
Tel: 604-631-4483
Email: moconnor@oceanicwind.ca

Caution Regarding Forward-Looking Statements – This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to several risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

Neither TSX Venture Exchange, NEX nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.