Feronia Inc FRNFF

early warning

[mingzhu]

REPORT UNDER NATIONAL INSTRUMENT 62-103 EARLY WARNING REPORT The following information is filed pursuant to the provisions listed above under the applicable securities legislation: 1. The name and address of the offeror: Golden Oil Holdings Limited (GOHL or the Offeror) Suite 500, Fifth Floor Barkly Wharf, Le Caudan Waterfront Port Louis, Mauritius 2. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the reporting obligation, and whether it was ownership or control that was acquired in those circumstances. On June 19, 2015 (the Closing Date), the Offeror acquired, by way of a private placement, ownership of convertible debentures (the Debentures) of Feronia Inc. (Feronia or the Company) in the aggregate principal amount of US$2,000,000, representing 24.4% of all of the convertible debentures issued by Feronia on June 19, 2015 and agreed to acquire a further US$983,500 of Debentures on July 15, 2015 representing 10.7% of the aggregate value of convertible debentures issued by Feronia on June 19, 2015 and July 15, 2015. The Debenture bears interest at a rate of 12% per annum, compounded semi-annually and is convertible into common shares of Feronia (each, a Common Share) at a rate of CDN$0.25 per Common Share. The outstanding principal amount of the Debentures together with all accrued and unpaid interest will be convertible at the option of the holder at any time prior to the date which is one year from the Closing Date. If the Company does not complete an Amended Debt Financing (as such term is defined in the Debentures) prior to December 31, 2015, the conversion price of the Debentures shall be reduced to CAD$0.14 per Common Share. As of the date hereof, GOHL owns 17,918,877 Common Shares of Feronia representing 32.4% of the issued and outstanding Common Shares. Assuming that GOHL fully converts the principal of the Debentures into Common Shares at the conversion price of CAD$0.25, GOHL would hold 32,239,677 Common Shares, representing approximately 44.6% of the issued and outstanding Common Shares immediately following the conversion (after giving effect to such conversion only; based on a total of 55,231,085 common shares issued and outstanding as of June 19, 2015). If the Company does not complete an Amended Debt Financing (as such term is defined in the Debentures) and assuming that GOHL fully converts the principal of the Debentures into Common Shares at the conversion price of CAD$0.14, GOHL would hold 43,491,734 Common Shares, representing approximately 53.8% of the issued and outstanding Common Shares at the time of conversion (after giving effect to such conversion only; based on a total of 55,231,085 common shares issued and outstanding as of June 19, 2015). 3. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the report. See disclosure in 2 above. 2 The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in item 3 over which: (i) The offeror, either alone or together with any joint actors, has ownership and control. See disclosure in 2 above. (ii) The offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor. Not applicable. (iii) The offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. Not applicable. 4. The name of the market in which the transaction or occurrence that gave rise to the reporting obligation took place. The Debenture was acquired by the Offeror under a private placement offering conducted by Feronia. 5. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the reporting obligation. CDN$3,580,200 (US$2,000,000 plus US$983,500 = US$2,983,500converted using the Bank of Canada noon exchange rate of 1.2279 as of June 19, 2015). 6. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the reporting obligation, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer. The Debenture was acquired for investment purposes. The Offeror’s holding be increased or decreased in the future as considered appropriate in light of investment criteria, market conditions and other factors and in accordance with the provisions of applicable securities legislation. 7. The general nature and the material terms of any agreement other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the reporting obligation, including agreements with respect to the acquisition, holding, disposition or voting of any securities. On June 18, 2015, the Offeror and Feronia entered into a subscription agreement (the Subscription Agreement) in connection with the acquisition by the Offeror of the Debentures. Pursuant to the Subscription Agreement, and until such date that the Offeror ceases to hold in the aggregate at least 10% of the outstanding Common Shares on a fully diluted basis (as if the Debentures and the Existing Debentures were converted), Feronia covenants to, including, but not limited to: (i) appoint two natural persons as directed by GOHL in writing to the board of directors of Feronia (the Board and each individual appointee, a GOHL Director); (ii) appoint one of the GOHL Directors to each of the Corporate Governance and Nominating Committee and the Procurement Committee, and, unless CDC has the right to appoint a majority of the committee members, shall cause each such Committee to comprise no more than three directors; (iii) 3 appoint one of the GOHL Directors to each of the audit committee of the Board and the compensation committee of the Board; and (iv) appoint one of the GOHL Directors to the ESG Committee, and one of the GOHL Directors to each other sub-committee of the Board from time to time. 8. The names of any joint actors in connection with the disclosure required by Appendix E to National Instrument 62-103. Not applicable. 9. In the case of a transaction or occurrence that did not take place on a stock e