Committed To Sustainability

FERONIA INC. ANNOUNCES US$2.5 MILLION PRIVATE PLACEMENT OF COMMON SHARES

13-12-2016

TORONTO, ONTARIO – December 12, 2016: Feronia Inc. (“Feronia” or the“Company”) (TSXV: FRN) is pleased to announce that it has entered intosubscription agreements for the private placement (the “Offering”) of an aggregate of US$2.5 million of common shares (“Common Shares”) of the Company at a price of Cdn.$0.22 per Common Share with CDC Group plc("CDC"), the UK Government’s Development Finance Institution, and the African Agriculture Fund, through its subsidiary Golden Oil Holdings Limited(“GOHL”). Today, CDC closed its subscription for US$1,800,000 by purchasing an aggregate of 10,770,545 Common Shares and the Company anticipates closing the GOHL subscription this week for US$700,000 through the issuance of 4,180,909 Common Shares.

Closing of the Offering is a condition to the second disbursement under the secured term facility agreement with a syndicate of European lenders consisting of four Development Finance Institutions (“DFIs”) which the Company entered into in December 2015. Proceeds from the Offering shall be used for working capital purposes and, in particular, to provide expansion capital for the Company’s subsidiaries in the Democratic Republic of the Congo.

Mr. Xavier de Carniere, Chief Executive Officer of Feronia, commented: “By delivering operationally we reinforce our shareholders’ confidence in our ability deliver on our business plan and get to a position where our destiny is in our own hands.

“Whilst the DRC is facing tough times from a political perspective, Feronia and its shareholders have the courage and determination to remain faithful to their mission of rebuilding this business. By doing so we are securing thousands of jobs, social services, local infrastructure, and a staple food for our communities and the entire country.

“We believe that our collective determination will lead to success and that success will be a beacon that other like-minded individuals and organizations can follow to bring additional investments of energy, determination, and capital into the DRC, which will benefit both the country and its people.”

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Offering constitutes a “related party transaction” as CDC and GOHL are insiders of the Company. The Company is relying on an exemption from the formal valuation and minority approval requirements. The Offering is subject to the approval of the TSXV and the Common Shares issued pursuant to the Offering are subject to a statutory hold period of four-months and one day.

For further information please contact:

Xavier de Carniere
Chief Executive Officer, Feronia Inc.
+44 (0)7468 697 658
xavier.decarniere@feronia.com

Paul Dulieu
Director of Communications and Corporate Development, Feronia Inc.
+44 (0)7554 521421
paul.dulieu@feronia.com

www.feronia.com

About Feronia Inc.

  • Feronia is an agribusiness operating in the Democratic Republic of theCongo (DRC).
  • At the heart of Feronia lies a long established palm oil business,Plantations et Huileries du Congo (PHC), which has three remotelylocated plantations; Lokutu, Yaligimba and Boteka. We also have anarable farming operation which grows and processes rice.
  • When Feronia acquired its palm oil business from Unilever in 2009, ithad suffered from years of underinvestment and considerable disruptioncaused by conflict in the DRC. Our initial focus has been on rebuildingthe business and resuming production to secure its future and thelivelihoods of the thousands of people we directly employ.
  • Feronia’s plantations produce crude palm oil (CPO) and palm kernel oil(PKO). CPO is part of the staple and traditional diet of the Congoleseand, with our products sold locally in the DRC, we are well placed tohelp decrease reliance on imports and increase food security andquality.
  • Feronia prides itself on being the guardian of our 105 year-old palm oilbusiness and its employees, communities, and environment. We have along term commitment to improve the living and working environmentof our employees and their communities and are committed tosustainable agriculture, environmental protection and communityinclusion. Feronia has in place an Environmental and Social Action Planwhich is focused on implementing environmental and social bestpractice and improving social infrastructure.
  • Feronia is working towards certification by the Roundtable forSustainable Palm Oil (RSPO) and is implementing IFC/World Bankstandards for environmental and social sustainability. Our oil palmreplanting programme is brownfield in nature – replacing old palms withnew – and it has no reliance on deforestation.
  • Feronia’s management team is comprised of senior agriculturalists withextensive experience in managing both plantations and farmingoperations in emerging markets.
  • For more information please see www.feronia.com

Cautionary NotesExcept for statements of historical fact contained herein, the information inthis press release constitutes “forward-looking information” within themeaning of Canadian securities law. Such forward-looking information may beidentified by words such as “anticipates”, “plans”, “proposes”, “estimates”,“intends”, “expects”, “believes”, “may” and “will”. There can be no assurancethat such statements will prove to be accurate; actual results and futureevents could differ materially from such statements. Factors that could causeactual results to differ materially include, among others: risks related toforeign operations (including various political, economic and other risks anduncertainties), the interpretation and implementation of the “Loi PortantPrincipes Fondamentaux Relatifs A L’Agriculture”, termination or non-renewalof concession rights or expropriation of property rights, political instability andbureaucracy, limited operating history, lack of profitability, lack ofinfrastructure in the DRC, high inflation rates, limited availability of debtfinancing in the DRC, fluctuations in currency exchange rates, competitionfrom other businesses, reliance on various factors (including local labour,importation of machinery and other key items and business relationships), theCompany’s reliance on one major customer, lower productivity at theCompany’s plantations and arable farming operations, risks related to theagricultural industry (including adverse weather conditions, shifting weatherpatterns, and crop failure due to infestations), a shift in commodity trends anddemands, vulnerability to fluctuations in the world market, the lack ofavailability of qualified management personnel and stock market volatility.Details of the risk factors relating to Feronia and its business are discussedunder the heading “Risks and Uncertainties” in Feronia’s Management’sdiscussion and Analysis for the year ended December 31, 2015, a copy ofwhich is available on the Company’s SEDAR profile at www.sedar.com. Mostof these factors are outside the control of the Company. Investors arecautioned not to put undue reliance on forward-looking information. Except asotherwise required by applicable securities statutes or regulation, theCompany expressly disclaims any intent or obligation to update publiclyforward-looking information, whether as a result of new information, futureevents or otherwise.Neither the TSX Venture Exchange nor its regulation services provider (as thatterm is defined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.