Oceanic Iron Ore Corp. — Proxy Solicitation & Information Statement 2024

Dec 3, 2024

OCEANIC IRON ORE CORP.

OCEANIC IRON ORE CORP.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of OCEANIC IRON ORE CORP. (hereinafter called the "Company") will be held on Monday, December 30, 2024, at Suite 3083 – 595 Burrard Street, Vancouver, British Columbia, V7X 1L3 at 10:00 AM (Vancouver time) (the "Meeting"), for the following purposes:

1. To receive and consider the audited financial statements of the Company for the year ended December 31, 2023 and the Auditor's Report thereon;
2. To determine the number of directors and to elect the directors to serve until the Company’s next annual general meeting;
3. To appoint Saturna Group Chartered Professional Accountants LLP, as the Company’s auditor until the Company’s next annual general meeting and to authorize the directors to fix the remuneration to be paid to the auditor;
4. To consider and, if thought fit, pass an ordinary resolution to ratify, confirm, and approve the Company’s Amended Stock Option Plan as described in the Information Circular; and
5. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Accompanying this Notice is an Information Circular and a Proxy Form with notes to Proxy.

The Company intends to hold the Meeting in person. The Company encourages shareholders to vote their shares in advance of the Meeting via mail, telephone or online. No management presentation will be made at the Meeting.

If any shareholder does wish to attend the Meeting in person, please contact (604) 566-9080 or info@oceanicironore.com in order for arrangements to be made.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.

The enclosed Proxy is solicited by Management, and you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 12th day of November, 2024.

BY ORDER OF THE BOARD,

“Steven Dean”

Steven Dean
Chairman and Director