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

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

The Company also announces that its Board of Directors (the “board”) has begun a process to review, evaluate and explore a wide range of strategic decisions and alternatives. The strategic review process will involve a review and evaluation of the company’s current business plan and strategic direction, as well as its operations, products and services, market opportunity, capital structure and valuation. The Board will consider exploring business and financial alternatives, which may include, among others, (i) the search for a strategic investor and/or an acquisition or sale process, (ii) a merger or spin-off that may involve the whole or a part. of the Company’s assets, or (iii) a restructuring of its financial affairs. According to the going concern note to the company’s financial statements for the six months ended June 30, 2024, the company continues to experience liquidity problems. Even with the credit facilities made available to it by its shareholders (described below), in the absence of other financing alternatives, the Company anticipates not having sufficient funds to continue with its operations and to face to financial obligations in the next 4 months.

The Board has not made any decisions on any strategic alternatives at this time, nor has it set a timetable for the 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 wants to announce that Elad Hameiri will leave his position as CEO of the company before April 1, 2025. The Board, with the assistance of Mr. Hameiri, is conducting a process to identify and hire a new CEO before the departure of Mr. Hameiri. In addition, the company announces that Arnon Eshed and Maximo Buch have resigned from the Board. Board member and independent director Yoav Horowitz will assume the role of Mr. Buchhave on the audit committee. The Council would like to thank Mr. Hameiri, to Mr. Eshed and Mr. Buch his contributions to the company.

Summary of certain loan and service agreements

From September 2022, RAM.ON GmbH (“RAM.ON”), a controlling person of the Company, has lent the Company the equivalent of C$1,629,901 million. The Company would like to express its gratitude to RAM.ON and notes that it has provided (in some cases, jointly with the other major 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 servicing agreement are included in the company’s financial statements and management information circulars, all of which are available on the company’s profile at www.sedarplus.com .

The Company is a party to the following loan and service agreement, the details of which are also described in the Company’s financial statements and management information circulars, available on 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 Technological Development and Automation Ltd. (“Tedea“), provided a line of credit to the Company in the amount of 2 million euros (the “Installation September 2022“), and on April 30, 2023, RAM.ON and Sullam provided the Company with an additional line of credit for an amount of €500,000 (the “May 2023 installation”); under these two facilities, RAM.ON advanced 833,333 euros, Sullam 833,333 euros and Tedea an amount equivalent to 833,333 euros. Advances made under the Fund in September 2022 and May 2023 bear interest at a rate of 2.9% per annum and may be repaid before December 31, 2025.
• On May 1, 2024, RAM.ON provided the Company with an additional line of credit for an amount of up to 2 million euros (the “May 2024 installation”, and together with the September 2022 and May 2023 Funds, the “Loan facilities”), under which RAM.ON has advanced €275,000. Advances made under the May 2024 Facility bear interest at a rate of 5.18% per annum and may be repaid no later than November 1, 2025.
• In April 2023, the company signed a services agreement (the “Services agreement”) with RAM.ON, pursuant to which RAM.ON agreed to provide certain services to the Company. The term of the RAM.ON Services Agreement is two (2) years, and may be terminated by either party upon 60 days notice. Under the terms of 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 travel expenses for consultants individuals who provide the services.

A total principal amount of €2.5 million remains due under the September 2022 service and the May 2023 service, as well as €550,000 due to RAM.ON from prior advances on the loan facilities . There is also a total of 640,000 euros outstanding. invoices owed to RAM.ON under the RAM.ON Services Agreement.

Because RAM.ON, Sullam and Tedea are considered insiders of the Company, the Loan Facilities and Services Agreement constitute “related party transactions” within the meaning of MI 61-101. Each of the Loans and the Servicing Agreement are exempt from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(b) as the Company is not listed or traded on any of the exchanges or markets listed in the subsection 5.5(b). ). The Loan Facilities are exempt from the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(f) of MI 61-101 as each of the Loan Facilities is in reasonable commercial ones that are no less advantageous to the company. if the loan facilities are obtained from persons dealing at arm’s length with the Company, and at the time they were contracted, the loan facilities were not convertible (principal or interest) into the Company’s own capital. The Company obtained stockholder approval pursuant to MI 61-101 for the services agreement at its annual and special meeting of stockholders held on July 11, 2023.

Summary of Certain Stock Option Grants

The Company also wishes to inform that it has made the following grant of options on incentive shares (“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 certain executive officers options 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 a consultant to purchase 300,000 shares at an exercise price of $0.29 per share, exercisable over a period of three (3) years.
• 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 stock option plan.

About oceansix

oceansix is ​​a global source of radical sustainable solutions and waste-to-product inventions. Driven by the vision to create meaningful solutions, oceansix constantly invents ways to combine advanced technology with sustainable production and products from plastic waste. oceansix creates successful businesses in global industries while solving some of Earth’s burning challenges. The company is driven by its circular model, where products are made from waste and revenue is channeled into imagining revolutionary ideas for new products with high market potential and impact.

For more information, please contact:

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

Exemption from liability

This release may contain forward-looking statements and information that can be identified by wording that uses terms such as “expects”, “intends”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” . ” or “will”. These forward-looking statements are based on our current expectations and certain assumptions, which may be subject to a variety of risks and uncertainties. Examples of forward-looking information in this press release include, without limitation, the process of strategic review and the timing and duration of this process, the exploration of potential options such as strategic partnerships, a possible sale, merger or other business combination, a possible restructuring and the execution of the current business strategy actual results achieved by oceansix future paths Ltd. do not undertake any obligation to update these forward-looking statements in the event of developments planned

Neither the TSX Venture Exchange nor its regulation service provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.