SPA Press Release Conditional Approval Received

For immediate release:

Oceanic Wind Energy Inc. is pleased to announce conditional approval from the TSX Venture Exchange for the completion of an investment agreement with Elemental Energy Inc. in the Hecate Strait Offshore Wind Project.

 

September 09, 2024 (Vancouver, BC) Oceanic Wind Energy Inc. (NEX-V: NKW.H) announces that further to its press release dated August 29, 2024, the Company has received TSX Venture Exchange conditional approval to the 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

 

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

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

This transaction is subject to final approval of the TSX Venture Exchange (the “TSXV”). In accordance with TSXV Policy 5.3, the TSXV generally requires shareholder approval of this type of disposition. The TSXV may accept the written consent of shareholders holding over 51% of the issued securities in lieu of a general meeting of shareholders if the TSXV is satisfied that the shareholders were fully informed of the proposed transaction.

The Company has set September 10, 2024 as the record date for shareholders to vote, via written consent. Written consents will be sent to shareholders in the next few days.

If you are a shareholder and have any questions or comments, please do not hesitate to contact the undersigned at 604- 631-4483.

On behalf of the Board Oceanic Wind Energy Inc.

Michael O’Connor, President & CEO
Cell: 604-202-0449
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.