TSX Venture Exchange : FEO
VANCOUVER, Dec. 3 /CNW/ - On November 30, 2010 Oceanic Iron Ore Corp.
("Oceanic"), formerly Pacific Harbour Capital Ltd., closed the
acquisition (the "Acquisition") from John Patrick Sheridan and Peter
Ferderber (collectively the "Vendors"), of a 100% interest, subject to
a 2% net smelter returns royalty (the "NSR"), in approximately 3,000
mining claims (the "Property") located near Ungava Bay, Quebec.
Oceanic changed its name from Pacific Harbour Capital Ltd. to Oceanic
Iron Ore Corp. effective on the closing date.
The common shares of Oceanic will be reinstated for trading on the
Exchange at the opening of the market on Monday, December 6, 2010.
As consideration for the acquisition, Oceanic issued to the Vendors
30,000,000 common shares which will be held in escrow and released as
to 10% of the shares on March 31, 2011, 10% of the shares six months
following the date of the final TSXV Venture Exchange (the "Exchange")
Bulletin, 5% of the shares on September 30, 2011 and 15% of the shares
on each of the dates that are 12 months, 18 months, 24 months, 30
months and 36 months following the date of the final Exchange
Bulletin. Commencing on the date that is one year following the
closing date, Oceanic must pay the Vendors minimum advance NSR payments
of $200,000 per year, which will be credited against all future NSR
payments payable from production. Oceanic may purchase 50% of the NSR
by paying the Vendors $3,000,000 at any time in the first two years
following the commencement of commercial production from the Property.
The Property was the subject of a dispute between Kataria Holdings
Limited, a British Virgin Islands company, Atulkumar Patel and Ramzy
Abdul-Majeed, both of Dubai, UAE, (collectively the "Kataria Group")
and the Vendors. The Vendors and the Kataria Group have made the
necessary filings to dismiss all legal proceedings in respect of the
Property and have entered into full and final releases. On closing of
the Acquisition, Oceanic paid the Kataria Group U.S.$2,000,000 and
issued the Kataria Group 8,000,000 common shares, of which 4,000,000
common shares will be held in escrow and only released upon receipt of
an independent report under National Instrument 43-101 which validates
a resource equal to or greater than 450 million metric tonnes of 35% or
higher iron content.
2,000,000 common shares held by a principal of Oceanic will also be held
in escrow and released from escrow over a 36 months period.
Concurrently with closing, Oceanic completed two non-brokered private
placements of units for gross proceeds of $19,972,500. The securities
sold in both private placements are subject to a hold period expiring
April 1, 2011.
In the first private placement, 13,125,000 units were sold at a price of
$0.40 per unit. Of the units, 8,844,500 units consisted of one
flow-through common share and one-half of one share purchase warrant
and 4,280,500 units consisted of one non-flow-through common share and
one-half of one share purchase warrant. Each whole warrant entitles
the holder to purchase one non-flow-through common share at a price of
$0.65 per share on or before November 30, 2015. Finder's fees of
$262,500 were paid.
In the second private placement, 28,400,000 units were sold. Of the
Units, 17,950,000 units were sold at a price of $0.50 per unit. Each
unit consisted of one non-flow-through common share and one share
purchase warrant, each warrant entitling the holder to purchase one
non-flow-through common share at a price of $1.00 per share on or
before November 30, 2015. The balance of 10,450,000 units were sold at
a price of $0.55 per unit, each unit consisting of one flow-through
common share and one warrant, each warrant entitling the holder to
purchase one non-flow-through common share at a price of $1.00 per
share on or before November 30, 2015. Finder's fees of $736,125 were
In respect of the Acquisition, Endeavour Financial was paid a finder's
fee of $52,500 and 760,000 common shares and Bahram Ebrahimi was paid a
finder's fee of $50,000 and 250,000 common shares. Oceanic also
granted options to purchase up to 7,740,000 common shares at a price of
$0.40 per share to directors, officers, consultants and charities.
The directors and officers of Oceanic are as follows:
Gregg Sedun, Interim President, CEO & Director
Mr. Sedun is an independent venture capital professional based in
Vancouver, Canada with 27 years of mining & industry-related
experience. Upon graduating with a Bachelor of Law Degree (LLB), he
practiced corporate finance/securities & mining law in Vancouver until
retiring from law in 1997. Thereafter, he was a partner of a private
venture capital firm for seven years and President & CEO of Diamond
Fields International Ltd., a TSX-listed company, for over two years.
Mr. Sedun has been involved as a director and/or founding shareholder
in a number of successful companies including Diamond Fields Resources
Inc. (acquired by Inco in 1996 for $4.3 billion in the largest takeover
of a junior mining company in Canadian history), Adastra Minerals Inc.
(acquired by First Quantum Minerals in 2006 for $275 million) and Peru
Copper Inc. (acquired by Chinalco in 2007 in an all-cash $840 million
takeover). Mr. Sedun is also currently President & CEO of his venture
capital company Global Vision Capital Corp., Executive Chairman of
Goldgroup Mining Inc. (TSX:GGA), Chairman & CEO of Uracan Resources
(TSX.V:URC), and Director for Geovic Mining Corp. (TSX:GMC).
Gordon Keep, Interim CFO, Secretary & Director
Mr. Keep has extensive business experience in investment banking and
creating public natural resource companies. Mr. Keep currently is
Executive Vice-President of Fiore Financial Corporation, a private
boutique merchant banking firm. He also serves as an officer and/or
director for several natural resource companies. From January 2001 to
July 2007, Mr. Keep was Managing Director of Corporate Finance at
Endeavour Financial Corporation, September 1997 until March 2004, he
was Senior Vice President and a director of Lions Gate Entertainment
Corp., and from April 1987 until October 1997, he was Vice President,
Corporate Finance in the Natural Resource group of Yorkton Securities
Inc. He obtained his B.Sc. in Geological Science from Queen's
University in 1979 and his Master's of Business Administration from the
University of British Columbia in 1983 and is a Professional Geologist
in the province of British Columbia.
Paul Matysek, Chairman & Director
Paul Matysek is a recognized entrepreneur and strategist, specializing
in developing resource-based companies from conception to production.
He has over 35 years of exploration and development experience
including holding several senior management and/or directorship
positions with First Quantum Minerals Ltd., First Majestic Silver Corp.
and Energy Metals Corp. Mr. Matysek currently holds a number of
directorships including Lithium One Inc. (Founder), Nevada Copper
Corp. and Forsys Metals Corp. Mr. Matysek presently serves as President
and Chief Executive Officer of Potash One Inc., a leading junior potash
developer in Canada. Over the past three years, Mr. Matysek, has built
Potash One's Legacy Project in Saskatchewan from concept to feasibility
and is destined to be Canada's first green field potash production
facility in over 40 years. Prior to Potash One, Mr. Matysek was the CEO
and President of Energy Metals Corporation, a uranium company traded on
the New York Stock Exchange and the Toronto Stock Exchange. Energy
Metals became one of the fastest growing companies in Canada in the two
year period of 2005-2007, having grown from a market capitalization of
only $10 million in 2004 to $1.8 billion when it was sold to a larger
uranium producer in 2007.
The Hon. John Reynolds, Director
The Honourable John Reynolds career includes substantial experience in
venture capital development, resource sector development and elected
political office, both federal and provincial. The Hon. John D.
Reynolds served as a Member of Parliament of Canada, 1972 - 1977 and
1997 - 2006 and also as leader of Her Majesty's official opposition.
His career in the private sector has included directorships on the
boards of numerous public companies, including Calibre Mining Corp.
(TSXV:CXB), Oriel Resources pls (formerly TSX listed), Rusoro Mining
Ltd. (TSXV:RML), and Terrane Metals Corp. (TSXV:TRX).
Steven Dean, Director
Mr. Dean is a Fellow of the Institute of Chartered Accountants of
Australia, a Fellow of the Australian Institute of Mining and
Metallurgy and a Member of the Canadian Institute of Mining, Metallurgy
and Petroleum. He has extensive experience internationally in mining,
most recently as President of Teck Cominco Limited until his retirement
in July 2002. Mr. Dean is Chairman and a director of Amerigo Resources
Ltd. and Spur Ventures Inc. both of which are listed on the Toronto
Stock Exchange, and of Infinito Gold Ltd., whose shares are listed on
the TSX Venture Exchange.
Ungava Iron Property
The Property covers over 300 km strike of Lake Superior Type iron
formation along the northern extension of the Labrador Trough in the
Nunavik Region of northern Quebec and is the subject of a National
Instrument 43-101 technical report prepared by Micon International
Limited ("Micon") of Toronto, Ontario. Micon appointed Sam Shoemaker,
B.Sc., MAusIMM to be lead author for the report which is dated October
29, 2010 and titled "Technical Report on the Ungava Iron Property,
Ungava Bay Region, Quebec, Canada" which is available on the SEDAR
website at www.sedar.com. Mr. Shoemaker is a member of AusIMM and
qualified person as defined by NI 43-101. Mr. Shoemaker has reviewed
and approves of, the technical disclosure in this news release.
Three groups of deposits (Roberts Lake area, Morgan Lake area and Hopes
Advance area) were the focus of work in the 1950s and 1960s. The Hopes
Advance and Morgan Lake areas contain fold-thickened portions of the
iron formation. Previous metallurgical testwork on samples from these
areas has shown promising iron recoveries. The iron formation in the
Hopes Advance area can be traced over a length of approximately 30 km
and contains at least eight iron deposits. The Morgan Lake area
contains two potential magnetite iron deposits that occur along
approximately 20 km of iron formation.
The report documents and summarizes the historic exploration and
metallurgical work completed during the 1950's through the early 1970's
on the Ungava Iron property. Ungava Iron Ores Company completed most
of the exploration in Hopes Advance area (1951-1962) including 12,935 m
of drilling in 185 holes in 8 deposits. Scoping and pre-feasibility
studies were also completed. International Iron Ores Limited
exploration of the Roberts Lake area (1952-1957) included 5,115 m in 97
holes in 6 deposits. Oceanic Iron Ores Company was active in the
Morgan Lake area (1955-1957) and work included 3,611 m in 45 holes in 2
deposits. The work included development of extensive historical
mineral resource estimates that do not comply with the current Canadian
Institute of Mining, Metallurgy and Petroleum Resources (CIM)
Definition Standards on Mineral Resources and Mineral Reserves as
required by National Instrument 43-101 (NI 43-101) "Standards of
Disclosure for Mineral Projects." Further work is required to locate
and evaluate the full extent and nature of the iron mineralization
contained within the Ungava Iron property.
Micon recommended a two phase exploration drilling program in the Hopes
Advance area. The overall drilling program will require 41 holes with
a cumulative length of 4,350 m. Mineralogy and testwork will also be
Early Warning Requirements
Pursuant to an agreement to sell & purchase dated October 1, 2010, as
amended October 14, 2010, October 27, 1010 and November 15, 2010
Oceanic has issued 15,000,000 common shares to Sheridan Platinum Group
Ltd. ("Sheridan") 15,000,000 common shares to Peter Federber
("Ferderber"). Sheridan also purchased 1,000,000 common shares
pursuant to a private placement. Sheridan now has ownership and
control over 16,000,000 common shares of Oceanic representing 12.5% of
the issued and outstanding common shares of Oceanic and Ferderber has
ownership and control over 15,000,000 common shares of Oceanic
representing 11.7% of the issued and outstanding common shares of
Oceanic. Sheridan also acquired 500,000 warrants pursuant to a private
placement. If the warrants were exercised, Sheridan would have
ownership or control over 16,500,000 common shares of Oceanic
representing 12.8% of the then partially diluted issued and outstanding
common shares of Oceanic.
Oceanic understands that Sheridan and Ferderber do not act jointly or in
concert and that neither of them acts jointly or in concert with any
other person and that they each acquired the securities for investment
purposes. Oceanic understands that neither Sheridan nor Ferderber has
any present intention to acquire further securities of Oceanic,
although they may in the future acquire or dispose of securities of
Oceanic through the market, privately or otherwise, as circumstances or
market conditions warrant.
A copy of the Early Warning Report filed with the applicable securities
regulators regarding the transaction is available on SEDAR (www.sedar.com). A copy of the Early Warning Report and further information may also
be obtained by contacting Gordon Keep, Secretary of the Company, at
On behalf of the Board of Directors
Interim President & Interim CEO
This news release contains "forward-looking information", which may
include, but is not limited to, statements with respect to the future
financial or operating performance of Oceanic and its subsidiaries.
Often, but not always, forward-looking statements can be identified by
the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
believes" or variations (including negative variations) of such words
and phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Oceanic to be materially different from
any future results, performance or achievements expressed or implied by
the forward-looking statements. Forward-looking statements contained
herein are made as of the date of this press release and Oceanic
disclaims, other than as required by law, any obligation to update any
forward-looking statements whether as a result of new information,
results, future events, circumstances, or if management's estimates or
opinions should change, or otherwise. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, the reader is cautioned not to place
undue reliance on forward-looking statements.
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.
SOURCE OCEANIC IRON ORE CORP.
For further information: For further information:
OCEANIC IRON ORE CORP.
(formerly Pacific Harbour Capital Ltd.)
Ste. 3123 - 595 Burrard Street