EQS-News: oceansix future paths Ltd. announces cancellation of its private placement, initiation of strategic review and provides corporate update | 10.10.24

October 10, 2024, TORONTO, CANADA – oceansix future paths Ltd. (“ocean six” or the “Enterprise”) (TSXV: OSIX) announces that it is canceling the previously announced non-brokered private placement on June 11, 2024, due to market conditions and the Company’s changing circumstances.

The Company also informs that its Board of Directors (the “Frame”) initiated a process to review, evaluate and explore a wide range of strategic decisions and alternatives. The strategic review process will involve a review and assessment of the Company’s current business plan and strategic direction, as well as its operations, products and services, market opportunities, capital structure and valuation. The Board will consider exploring commercial and financial alternatives, which may include, but not limited to, (i) search for a strategic investor and/or acquisition or sale process, (ii) a merger or spin-off that may involve the entire or part of the Company’s assets, or (iii) a restructuring of its financial business. In addition to the going concern note in the Company’s financial statements for the six months ended June 30, 2024, the Company continues to face liquidity challenges. Even with the credit lines made available by its shareholders (which are described below), in the absence of other financing alternatives, the Company expects not to have sufficient resources to continue its operations and meet its financial obligations in the next 4 months.

The Council has not made any decisions regarding any strategic alternatives at this time, nor has it established a timetable for completion of the project. While the review process begins, the Company’s management team remains committed to executing the Company’s current business plan while reducing its expense ratio. The Company will provide updates when more information becomes available.

The Company also wishes to announce that Elad Hameiri will step down as Chief Executive Officer of the Company on or before April 1, 2025. The Board, with the assistance of Mr. Hameiri, is conducting a process to identify and hire a new Chief Executive Officer prior to the departure of Mr. Hameiri. Furthermore, the Company announces that Arnon Eshed and Maximo Buch have resigned from the Board. Yoav Horowitz, Board member and independent director, will assume Mr. Buchhave’s role on the audit committee. The Board wishes to thank Mr. Hameiri, Mr. Eshed and Mr. Buch for their contributions to the Company.

Summary of Certain Loan and Service Agreements

Since September 2022, RAM.ON GmbH (“RAM.ON”), the Company’s controlling person, lent the equivalent of CDN$1,629,901 million to the Company. The Company wishes to express its gratitude to RAM.ON and notes that it has provided (in some cases jointly with other majority shareholders of the Company) a number of advances to the Company and provides various services to the Company in accordance with the Services Agreement ( as defined below). In addition to the summary below, details of these loans and the Service Agreement are included in the Company’s financial statements and management information circulars, all of which are available under the Company’s profile at www.sedarplus.com.

The Company is a party to the following loan and services agreement, details of which are also described in the Company’s financial statements and management information circulars, available under the Company’s profile at www.sedar.com:

• On September 1, 2022, RAM.ON, together with the Company’s other two main shareholders, Sullam Holdings LR Ltd. (“Sullam”) and Tedea Desenvolvimento Tecnológico e Automação Ltda. (“Tedea”), granted a line of credit to the Company worth 2 million euros (the “September 2022 Installation”), and on April 30, 2023, RAM.ON and Sullam provided the Company with an additional line of credit in the amount of €500,000 (the “May 2023 Installation”); within the scope of these two facilities, RAM.ON advanced 833,333 euros, Sullam advanced 833,333 euros and Tedea advanced an amount equivalent to 833,333 euros. Advances made under the September 2022 mechanism and the May 2023 mechanism bear interest at a rate of 2.9% per annum and are not repayable before December 31, 2025.
• On May 1, 2024, RAM.ON granted the Company an additional line of credit worth up to 2 million euros (the “May 2024 Installation”, and together with the September 2022 Mechanism and the May 2023 Mechanism, the “Loan facilities”), under which RAM.ON advanced €275,000. Advances made under the May 2024 Facility bear interest at a rate of 5.18% per annum and are repayable until November 1, 2025.
• In April 2023, the Company entered into a service provision contract (the “Service Agreement”) with RAM.ON, pursuant to which RAM.ON has agreed to provide certain services to the Company. The term of the RAM.ON Services Agreement is two (2) years, and each party may terminate it upon 60 days’ notice. Under the Services Agreement, the Company pays RAM.ON for services primarily related to marketing, brand management, business strategy, business development, financial modeling, business administration and human resources, and individual consultants’ travel expenses that provide the services.

There remains an aggregate principal amount of €2.5 million due under the September 2022 facility and the May 2023 facility, as well as €550,000 due to RAM.ON from previous advances prior to the loan facilities. There are also a total of €640,000 outstanding invoices owed to RAM.ON under the RAM.ON Services Agreement.

Because RAM.ON, Sullam and Tedea are considered members of the Company, the Loan Facilities and the Services Agreement constitute “related party transactions” within the meaning of MI 61-101. Each of the Loan Facilities and the Service Agreement is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) as the Company is not listed or quoted on any of the securities exchanges or markets listed in subsection 5.5 (b). ). The Loan Facilities are exempt from the minority shareholder approval requirements of MI 61-101 in accordance with Section 5.7(1)(f) of MI 61-101 as each of the Loan Facilities is on reasonable commercial terms ​​which are no less advantageous to the Company if the Loan Facilities were obtained from persons trading under normal market conditions with the Company, and at the time they were entered into, the Loan Facilities were not convertible (principal or interest) into Company capital. The Company obtained shareholder approval in accordance with MI 61-101 for the Services Agreement at its annual and extraordinary general meeting held on July 11, 2023.

Summary of Certain Stock Option Grants

The Company also informs that it made the following grants of incentive share options (“Options”) to certain directors, employees and investor relations consultants:

• On April 11, 2023, the Company granted options to certain employees to purchase 50,000 Shares at an exercise price of $0.29 per Share, exercisable over a period of five (5) years.
• On May 1, 2023, the Company granted options to certain directors to purchase 750,000 shares at an exercise price of $0.29 per share, exercisable over a period of five (5) years.
• On July 11, 2023, the Company granted options to certain directors and officers to purchase 6,000,000 shares at an exercise price of $0.29 per share, exercisable over a period of five (5) years.
• On July 13, 2023, the Company granted options to certain directors to purchase 735,516 shares at an exercise price of $0.33 per share, exercisable over a period of three (3) years.
• On November 1, 2023, the Company granted options to an advisor to purchase 300,000 shares at an exercise price of $0.29 per share, exercisable over a three (3) year period.
• On May 15, 2024, the Company granted options to certain employees to purchase 2,500,000 Shares at an exercise price of $0.29 per Share, exercisable over a period of five (5) years.
• On July 18, 2024, the Company granted options to certain employees to purchase 1,000,000 shares at an exercise price of $0.29 per share, exercisable over a period of three (3) years.

The Options are subject to the terms and conditions of the Company’s incentive share option plan.

About oceanix

oceansix is ​​a global source of radical, sustainable solutions and inventions that turn waste into products. Driven by a vision of creating meaningful solutions, oceansix constantly invents ways to combine advanced technology with sustainable production and products from plastic waste. oceansix builds successful businesses across global industries while solving some of Earth’s most pressing challenges. The Company is driven by its circular model, where products are manufactured from waste and revenues are channeled to imagine revolutionary ideas for new products with enormous market potential and impact.

For more information, contact:

Elad Hameiri, CEO | +34 673 435 571 oceansix future paths Ltd

Disclaimer

This release may contain forward-looking statements and information that can be identified by formulations using terms such as “expects”, “targets”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” or ” go.” These forward-looking statements are based on our current expectations and certain assumptions, which may be subject to a number of risks and uncertainties. Examples of forward-looking information in this press release include, without limitation, the strategic review process and the timing and duration of such process, exploring potential options, including strategic partnerships, a potential sale, merger or other business combination, a potential restructuring and the execution of the Company’s current business strategy. The results actually achieved by oceansix future paths Ltd. may differ materially from these forward-looking statements. oceansix future paths Ltd. undertakes no obligation to update these forward-looking statements or to correct them if developments differ from those anticipated.

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.