FEO Oceanic Iron Ore Corp

NOT FOR DISSEMINATION INTO THE UNITED STATES OF AMERICA OR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES 


Oceanic Iron Ore Corp. ("Oceanic", or the "Company") (TSX
VENTURE:FEO)(OTCQX:FEOVF) announces that it has engaged CapitalAsia Investment
Holdings Group ("CapitalAsia") as a strategic advisor in respect of select
strategic partnering initiatives focused in China.


The Company also announces a non-brokered financing of $3 million ("Financing")
subscribed for by Sino-Canada Natural Resources Fund ("Sino-Canada Fund"). 


Sino-Canada Fund will be issued convertible debentures (the "Debentures") which
will earn interest at a rate of 6% over the 30 month term (the "Term") of the
Debentures. 


The principal amount of the Debentures will be convertible to common shares of
the Company ("Common Shares") at a price of $0.16 per share at the election of
the subscriber. In addition, the Company has the right at any time to pay all or
any part of the unpaid principal in respect of the Debentures in Common Shares,
where the issue price of each Common Share will be equal to the volume weighted
average trading price for the 20 days prior to the date of notice of the
conversion. 


In the event that the volume weighted average trading price of Common Shares is
equal to or greater than $0.16 per share for any 20 consecutive trading day
period during the term of the Debentures, the principal and interest owing under
the Debentures will be automatically converted into Common Shares of the
Company. 


Following the closing of the Financing Sino-Canada Fund will have the right to
nominate one individual for appointment to the Company's Strategic Advisory
Committee. Should the advisory services of CapitalAsia lead to the completion of
a transaction between the Company and a strategic partner, Sino-Canada Fund will
have the right to nominate one individual for appointment as a director of the
Company.


Sino-Canada Fund has secured the necessary Chinese regulatory approvals for its
investment in Oceanic. The Financing is subject to the approval of the TSX
Venture Exchange. The Company will pay finder's fees in association with the
private placement.


The Company intends to use the proceeds of the Financing to fund its ongoing
negotiations with potential strategic partners, studies in connection with the
feasibility study and environmental assessment in respect of the Company's Hopes
Advance project as well as for general claims maintenance, and corporate and
working capital purposes.


Thomas Lau, Managing Partner of Sino-Canada Natural Resources Fund indicated:
"Our investment in Oceanic provides us with excellent exposure to iron ore,
which we believe will continue to have strong demand dynamics in Asia and other
emerging economies developing infrastructure and focused on urbanization. Run by
an experienced executive team led by Steven Dean, the Hopes Advance project has
unique advantages, including an expected life of mine operating cost per tonne
of approximately $30, which makes it one of the best projects in the world. We
are looking forward to offering our insights in respect of the Chinese market to
Oceanic in order to create mutual benefit for both Canada's and China's
economies."


Steven Dean, Chairman added: "We are pleased to have established an advisory
relationship with CapitalAsia in respect of our strategic partnering initiatives
focused in China and also look forward to welcoming Sino-Canada Natural
Resources Fund as a new investor in Oceanic upon the closing of this
transaction. We value Sino-Canada's endorsement and look forward to their
participation on our Strategic Advisory Committee as we focus on both securing a
strategic partner for the Hopes Advance project and advancing certain critical
components of the feasibility and environmental assessment work."


About Sino-Canada Natural Resources Fund:

Sino-Canada Natural Resources Fund is a Cayman Islands registered private equity
fund focused on investments in Canadian listed and private companies that
develop and operate natural resource projects (mining, oil & gas, forestry)
worldwide. Sino-Canada Fund is managed in Hong Kong on behalf of private and
institutional investors from China.


About Oceanic:

Oceanic is a feasibility stage company focused on the development of its 100%
owned Hopes Advance, Morgan Lake and Roberts Lake iron ore development projects
located on the coast in the Labrador Trough in Quebec, Canada. The Company is
led by a highly experienced management team that has managed, operated developed
and/or sold over $20 bn in assets. In November 2012, the Company published the
results of the pre-feasibility study completed in respect of the flagship Hopes
Advance project outlining a base case pre-tax NPV of $5.6bn over a 30 year mine
life, supported by a NI 43-101 proven and probable reserve of approximately 1.36
bn tonnes and a life of mine operating cost of approximately $30/tonne, making
it one of the lowest cost development projects globally. The pre-feasibility
study is available for review on the Company's website (www.oceanicironore.com)
and SEDAR (www.sedar.com). Further information in respect of the Morgan Lake and
Roberts Lake projects, both of which have been explored historically and which
have defined historical resources, is also available on the Company's website.


OCEANIC IRON ORE CORP. (www.oceanicironore.com)

On behalf of the Board of Directors

Steven Dean, Chairman and Chief Executive Officer 

This news release includes certain "Forward-Looking Statements" as that term is
used in applicable securities law. All statements included herein, other than
statements of historical fact, including, without limitation, statements
regarding potential mineralization and resources, exploration results, and
future plans and objectives of Oceanic Iron Ore Corp. ("Oceanic", or the
"Company"), are forward-looking statements that involve various risks and
uncertainties. In certain cases, forward-looking statements can be identified by
the use of words such as "plans", "expects" or "does not expect", "scheduled",
"believes", or variations of such words and phrases or statements that certain
actions, events or results "potentially", "may", "could", "would", "might" or
"will" be taken, occur or be achieved. There can be no assurance that such
statements will prove to be accurate, and actual results could differ materially
from those expressed or implied by such statements. Forward-looking statements
are based on certain assumptions that management believes are reasonable at the
time they are made. In making the forward-looking statements in this
presentation, the Company has applied several material assumptions, including,
but not limited to, the assumption that: (1) there being no significant
disruptions affecting operations, whether due to labour/supply disruptions,
damage to equipment or otherwise; (2) permitting, development, expansion and
power supply proceeding on a basis consistent with the Company's current
expectations; (3) certain price assumptions for iron ore; (4) prices for
availability of natural gas, fuel oil, electricity, parts and equipment and
other key supplies remaining consistent with current levels; (5) the accuracy of
current mineral resource estimates on the Company's property; and (6) labour and
material costs increasing on a basis consistent with the Company's current
expectations. 

Important factors that could cause actual results to differ materially from the
Company's expectations are disclosed under the heading "Risks and Uncertainties
" in the Company's MD&A filed February 27, 2013 (a copy of which is publicly
available on SEDAR at www.sedar.com under the Company's profile) and elsewhere
in documents filed from time to time, including MD&A, with the TSX Venture
Exchange and other regulatory authorities. Such factors include, among others,
risks related to the ability of the Company to obtain necessary financing and
adequate insurance; the economy generally; fluctuations in the currency markets;
fluctuations in the spot and forward price of iron ore or certain other
commodities (e.g., diesel fuel and electricity); changes in interest rates;
disruption to the credit markets and delays in obtaining financing; the
possibility of cost overruns or unanticipated expenses; employee relations.
Accordingly, readers are advised not to place undue reliance on Forward-Looking
Statements. Except as required under applicable securities legislation, the
Company undertakes no obligation to publicly update or revise Forward-Looking
Statements, whether as a result of new information, future events or otherwise. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Oceanic Iron Ore Corp.
Steven Dean
Chairman and Chief Executive Officer
+1 604 566 9080


Oceanic Iron Ore Corp.
Alan Gorman
President and Chief Operating Officer
+1 514 289 1183
agorman@oceanicironore.com


Oceanic Iron Ore Corp.
Irfan Shariff
CFO
+1 604 566 9080
is@oceanicironore.com
www.oceanicironore.com

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