Oracle Commodity Holding Announces $105,000 Private Placement

The proposed units pair common shares with three-year warrants, while insiders are expected to provide up to $60,000.

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) plans a non-brokered private placement to raise gross proceeds of up to $105,000.

The offering comprises up to 3,500,000 units at $0.03 each. Each unit includes one common share and one transferable warrant to buy an additional share at $0.06 for three years from issuance. Insiders are expected to subscribe for up to 2,000,000 units for up to $60,000, constituting a related-party transaction.

The company intends to use proceeds for general working capital. Completion requires necessary approvals, including TSX Venture Exchange approval. Securities issued carry a statutory hold of four months and one day from issuance. Oracle may pay eligible finders fees and anticipates using exemptions from minority shareholder approval and formal valuation requirements.

1 point · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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0 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed financing would raise gross proceeds of up to $105,000. 4.8% of market cap

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Up to 3,500,000 units at $0.03 each would issue shares and warrants, diluting existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Warrants permit additional share purchases at $0.06 for three years from issuance, creating further potential dilution.
• Minor pointTSX Venture Exchange approval and other necessary approvals remain conditions of the offering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Four months and one day statutory hold from issuance restricts securities issued in the offering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Finders' fees may be paid to eligible finders under TSX Venture Exchange policies.

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Vancouver, British Columbia--(Newsfile Corp. - November 11, 2026) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") announces that it intends to complete a non-brokered private placement financing (the "Offering") of up to 3,500,000 units (the "Units") at a price of $0.03 per Unit for gross proceeds of up to $105,000. Each Unit consists of one common share of the Company (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant") entitling the holder to acquire one additional Share at an exercise price of $0.06 for a period of three years from the date of issuance.

Insiders of the Company (the "Insiders") are expected to subscribe for up to 2,000,000 Units for aggregate gross proceeds of up to $60,000. The issuance of Units to the Insiders is considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to "related-party transactions" under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating Insiders nor the consideration to be paid by such Insiders are anticipated to exceed 25 percent of the Company's market capitalization. The Company will file a material change report in respect of the related party transaction.

The Company may elect to pay finders' fees to certain eligible finders in accordance with the policies of the TSX Venture Exchange.

The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange.

The Company intends to use the proceeds from the Offering for general working capital.

The Offering will not result in the creation of a new control person of the Company, and the Company is not aware of any undisclosed material information.

About Oracle Commodity Holding Corp.

Oracle Commodity Holding Corp. is a mining royalty company holding royalties on several precious metal and critical mineral mining projects.

Further information on Oracle Commodity can be found at www.oracleholding.com.

ORACLE COMMODITY HOLDING CORP.

ON BEHALF OF THE BOARD

"Jason Powell"
CEO

For more information about Oracle Commodity, please contact:

Tel: 604.569.3661
Email: info@oracleholding.com

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release, including statements which may contain words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management's expectations regarding Oracle's future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

Forward-looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance, events or results, and may not be indicative of whether such events or results will actually be achieved. A number of risks and other factors could cause actual results to differ materially from expected results discussed in the forward-looking statements, including but not limited to: market conditions and investor sentiment; changes in business plans; ability to secure sufficient financing to advance the Company's investment business; and general market and economic conditions. Additional risk factors are set out in the Company's latest annual and interim management's discussion and analysis, available on SEDAR+ at www.sedarplus.ca.

Forward-looking statements are based on reasonable assumptions by management as of the date of this news release, and there can be no assurance that actual results will be consistent with any forward-looking statements included herein. Readers are cautioned that all forward-looking statements in this news release are made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking statements in this news release to reflect circumstances or events that occur after the date of this news release, except as required by applicable securities laws.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323495

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Oracle Commodity Holding's proposed private placement?

Oracle plans to offer up to 3,500,000 units at $0.03 each for gross proceeds of up to $105,000. Each unit includes one common share and one transferable warrant exercisable for an additional share at $0.06 for three years from issuance.

Why does Oracle Commodity Holding expect exemptions for insider participation in the private placement?

Oracle anticipates that neither the fair market value of insider units nor insider consideration will exceed 25 percent of its market capitalization, supporting exemptions from minority shareholder approval and formal valuation requirements under MI 61-101. The company will file a material change report concerning the related-party transaction.