Feronia Inc.

TSX VENTURE : FRN


Feronia Inc.

February 21, 2013 12:12 ET

Feronia Inc. Announces Results of Special Meeting

TORONTO, ONTARIO--(Marketwire - Feb. 21, 2013) - Feronia Inc. ("Feronia" or the "Company") (TSX VENTURE:FRN) is pleased to announce that the shareholders of the Company approved a resolution at its special meeting held earlier today in Toronto, providing for a private placement of common shares of the Company with Golden Oil Holdings Limited ("GOHL") which will result in the creation of a new "control person" of the Company, being the African Agriculture Fund ("AAF"), GOHL and their associates and affiliates.

On January 14, 2013, AAF (through its subsidiary GOHL) acquired 42,028,000 common shares of the Company in connection with the first tranche of a private placement financing completed pursuant to the terms of a subscription agreement entered into between GOHL and Feronia. The approval of the resolution by shareholders at the Company's special meeting today was required under the policies of the TSX Venture Exchange (the "TSXV") prior to the completion of the second tranche of the financing.

Completion of the investment by AAF in the second tranche is subject to various terms and conditions as set out in the subscription agreement, including TSXV approval. For additional information regarding the second tranche, please refer to the news release of the Company dated January 15, 2013 which is available under the Company's profile on SEDAR at www.sedar.com.

The AAF is a leading pan-African agriculture and food private equity fund that is managed by Phatisa, an Africa-based private equity investment management firm. The AAF includes among its limited partner investors a number of European development finance institutions ("DFIs") such as the Agence Française de Développement (AFD), the Spanish Agency for International Development Cooperation (AECID), and Promotion et Participation pour la Coopération Économique (Proparco); a number of African DFIs such as the African Development Bank (AfDB), the Development Bank of Southern Africa (DBSA), the West African Development Bank (BOAD) and the ECOWAS Bank of Investment and Development (EBID); and other private European and USA investors.

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. For more information, please see www.feronia.com.

Cautionary Notes

Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "anticipates", "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and includes without limitation, statements regarding the completion of the second tranche of the financing. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, the inability to complete the second tranche of the financing on terms acceptable to the Company or at all, the level of participation from other qualifying investors in the second tranche of the financing, regulatory risks, risks inherent in foreign operations, commodity prices, competition, and investments having no history of operations. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

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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