Feronia Inc.
TSX VENTURE : FRN

Feronia Inc.

March 28, 2011 09:18 ET

Feronia Inc. Announces Pricing Details of Unit Offering

TORONTO, ONTARIO--(Marketwire - March 28, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Feronia Inc. ("Feronia" or the "Company") (TSX VENTURE:FRN) today announced the details of its previously announced offering (the "Offering") of units of the Company (the "Units"). The Company has entered into an agency agreement with Wellington West Capital Markets Inc. and Renaissance Capital (Kenya) Limited, as joint bookrunners (collectively, the "Joint Bookrunners"), pursuant to which the Joint Bookrunners have agreed to act as exclusive agents to the Company to arrange for the sale of up to 38,500,000 Units at a price of $0.65 per Unit, for aggregate gross proceeds of up to $25,025,000. Each Unit is comprised of one common share in the capital of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.90 for a period of 24 months following the closing of the Offering. In the event that the closing price of the Common Shares listed for trading on the TSX Venture Exchange, or any other recognized stock exchange on which the Common Shares may be trading at such time, is greater than $1.30 for a period of 20 consecutive trading days at any time after the completion of the Offering, the Company may accelerate the expiry of the Warrants by giving notice to the holders thereof, and in such case, the Warrants will expire at 5:00pm (Toronto time) on the earlier of: (i) the 30th day after the date on which such notice is given by the Company; and (ii) the expiry date of the Warrants.

The Company has granted to the Joint Bookrunners an over-allotment option (the "Over-Allotment Option") to purchase additional Units and/or Warrants exercisable for a period of 30 days from the closing of the Offering. The aggregate number of Common Shares and Warrants which may be issued under the Over-Allotment Option may not exceed 5,775,000 Common Shares and 2,887,500 Warrants. In addition, the Company will issue to the Joint Bookrunners non-transferable compensation options equal to 6.0% of the total number of Units sold under the Offering (including any Units issued upon exercise of the Over-Allotment Option). Each compensation option will entitle the holder thereof to acquire one Common Share at an exercise price of $0.65 for a period of 24 months following the completion of the Offering.

The Offering is being made on a commercially reasonable efforts basis by way of a short form prospectus offering in all provinces of Canada other than Québec through Wellington West Capital Markets Inc. and on a private placement basis in the United States and internationally pursuant to available exemptions through the Joint Bookrunners and their affiliates. The final short form prospectus (the "Prospectus") relating to the Offering will be filed today on SEDAR. Closing of the Offering is expected to take place on or about March 31, 2011.

About Feronia Inc.:

Feronia Inc. is a large-scale commercial farmland and plantation operator in the Democratic Republic of the Congo ("DRC"). The Company uses modern agricultural practices to operate and develop its oil palm plantations and arable farming business division. Feronia believes in the immense agricultural potential of the DRC for high-quality foodstuffs and edible oils given its ideal climate, excellent soil and highly skilled and experienced workforce. Feronia's management team is comprised of senior agriculturalists with extensive experience in managing both plantations and large-scale mechanized farming operations in emerging markets. Feronia is committed to sustainable agriculture, environmental protection and providing support for local communities.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities referred to herein in the United States or in any jurisdiction where such offer or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a "U.S. person" (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. No public offering of securities is being made in the United States.

Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so.

Cautionary Notes

Certain statements contained in this press release, the Prospectus and documents incorporated by reference in the Prospectus constitute "forward-looking statements". All statements other than statements of historical fact contained in this press release, the Prospectus and documents incorporated by reference in the Prospectus, including, without limitation, those regarding the Company's future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets where the Company participates or is seeking to participate, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under "Risk Factors" in the Prospectus and documents incorporated by reference in the Prospectus. All of the forward-looking statements made in this press release, the Prospectus and documents incorporated by reference in the Prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Investors are cautioned not to put undue reliance on forward-looking information. The forward-looking statements are made as of the date hereof and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this press release, the Prospectus and documents incorporated by reference in the Prospectus are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding expected crop yields, commodity prices, business and operating strategies, and the Company's ability to operate its production facilities and plantations on a profitable basis.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements include: risks related to foreign operations (including various political, economic and other risks and uncertainties), termination or non-renewal of concession rights or expropriation of property rights, political instability and bureaucracy, limited operating history, lack of profitability, lack of infrastructure in the DRC, high inflation rates, limited availability of debt financing in the DRC, fluctuations in currency exchange rates, competition from other businesses, reliance on various factors (including local labour, importation of machinery and other key items, business relationships, and two refining factories), a shift in commodity trends and demands, vulnerability to fluctuations in the world market, the lack of availability of qualified management personnel and stock market volatility.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

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.

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