oceansix future paths Ltd. Announces Cancellation of its Private Placement, Initiation of Strategic Review, and Provides Corporate Update

This News Release is Not for Dissemination in the United States or for Distribution to U.S. Wire Services. oceansix future paths Ltd. Announces Cancellation of its Private Placement, Initiation of Strategic Review, and Provides Corporate Update   October 10, 2024, TORONTO, CANADA – oceansix future paths Ltd. (“oceansix” or the “Company”) (TSXV: OSIX) announces that it is cancelling the non-brokered private placement previously announced 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 initiated a process to review, evaluate and explore a broad 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, marketplace opportunity, capital structure and valuation.  The Board will consider exploring business and financial alternatives, which may include, but not limited to, (i) searching for a strategic investor and/or acquisition or sale process, (ii) a merger or spin-off that may involve all or part of the Company's assets, or (iii) a restructuring of its financial affairs.  Further to the going concern note in the Company’s financial statements for the six months ended June 30, 2024, the Company continues to experience liquidity challenges.  Even with the credit facilities made available to it from its shareholders (which are further described below), absent other financing alternatives, the Company anticipates not having sufficient funds to continue its operations and meet financial obligations within the next 4 months.

The Board has not made any decisions relating to any strategic alternatives at this time, nor has it set a timetable for project completion. While the review process begins, the Company's management team remains committed to executing the Company's current business plan, while reducing its expense rate. The Company will provide updates when further information becomes available.

The Company also wishes to announce that Elad Hameiri will be departing from his position 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 CEO prior to Mr. Hameiri’s departure.  In addition, the Company announces that Arnon Eshed and Maximo Buch have resigned from the Board.  Yoav Horowitz, a member of the Board and an 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 Facilities and Services Agreement

Since September 2022, RAM.ON GmbH (“RAM.ON”), a control person of the Company, has loaned 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, in conjunction with the Company’s other major shareholders) a number of advances to the Company, and provides various services to the Company, pursuant to the Services Agreement (as defined below). In addition to the below summary, details of these loans, and Services 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 facilities and services agreement, the 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 major shareholders, Sullam Holdings L.R. Ltd. (“Sullam”) and Tedea Technological Development and Automation Ltd. (“Tedea”), provided a credit facility to the Company in the amount of €2 million (the “September 2022 Facility”), and on April 30, 2023, RAM.ON and Sullam provided the Company with an additional credit facility in the amount of €500,000 (the “May 2023 Facility”); pursuant to these two facilities, RAM.ON has advanced €833,333, Sullam has advanced €833,333, and Tedea has advanced an amount equivalent to €833,333. Advances made under the September 2022 Facility and the May 2023 Facility bear interest at a rate of 2.9% per annum, and are repayable no earlier than December 31, 2025.
• On May 1, 2024, RAM.ON provided the Company with an additional credit facility in the amount of up to €2 million (the “May 2024 Facility”, and together with the September 2022 Facility and the May 2023 Facility, the “Loan Facilities”), pursuant to 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 are repayable no later than November 1, 2025.
• In April, 2023, the Company entered into 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 each party may terminate on 60 days’ prior notice. Under the terms of the Services Agreement, the Company pays RAM.ON for the services primarily related to marketing, brand management, business strategy, business development, financial modeling, business administration, and human resources, and travel expenses of the individual consultants providing the services.   

There remains an aggregate principal amount of €2.5 million owing under the September 2022 Facility and the May 2023 Facility, as well as €550,000 owing to RAM.ON from prior advances that predate the Loan Facilities  There is also a total of €640,000 in 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 the Services Agreement constitute “related party transactions” within the meaning of MI 61-101. Each of the Loan Facilities and the Services 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 stock exchanges or markets listed in 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 are on reasonable commercial terms that are not less advantageous to the Company if the Loan Facilities were obtained from persons dealing at arm’s length with the Company, and at the time they were entered into, the Loan Facilities were not convertible (principal or interest) into equity of the Company. The Company obtained shareholders approval in accordance with MI 61-101 for the Services Agreement at its annual and special shareholders meeting held on July 11, 2023.

Summary of Certain Stock Option Grants

The Company also wishes to advise that it has made the following incentive stock option grants (“Options”) to certain directors, employees and investor relation 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 five (5) year period.
• On May 1, 2023, the Company granted Options to certain officers to purchase 750,000 Shares at an exercise price of $0.29 per Share, exercisable over a five (5) year period.
• 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 five (5) year period.
• 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 three (3) year period.
• 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 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 five (5) year period.
• 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 three (3) year period.

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. Powered by a vision of creating meaningful solutions, oceansix constantly invents ways of combining advanced technology with sustainable production and products from plastic waste. oceansix builds successful businesses in global industries while resolving some of Earth’s burning challenges. The Company is propelled by its circular model, where products are manufactured from waste, and revenue is funnelled to imagine revolutionary ideas for new products with huge market potential and impact.

For further information, please contact:

Elad Hameiri, CEO | +34 673 435 571 oceansix future paths Ltd Disclaimer
This release may contain forward-looking statements and information which may be identified by formulations using terms such as "expects", "aims", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or "will". Such 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 news release include, without limitation the strategic review process and the timing and length of such process, exploring potential options including strategic partnerships, a potential sale, merger or other business combination, a potential restructuring, and the execution of Company’s current business strategy.  The results actually achieved by oceansix future paths Ltd. may substantially differ from these forward-looking statements. oceansix future paths Ltd. assumes no obligation to update these forward-looking statements or to correct them in case of developments, which differ from those, anticipated.

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