Oracle Commodity Holding Announces a $100,000 Private Placement

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) proposes a non-brokered private placement to raise up to $100,000 by issuing up to 2,000,000 Units at $0.05 per Unit. Each Unit includes one common share and one warrant exercisable at $0.06 for three years. A company director may subscribe for up to 1,000,000 Units (up to $50,000), a related‑party participation for which the company intends to rely on MI 61‑101 exemptions and will file a material change report. Finder's Units may be issued to certain finders. Closing is subject to TSX Venture Exchange approval and securities will be held for four months and one day. Proceeds intended for general corporate purposes.

Positive

• Raises up to $100,000 in immediate liquidity
• Insider may subscribe for 1,000,000 Units ($50,000), signaling insider participation
• Warrants exercisable at $0.06 for three years could provide future capital if exercised

Negative

• Potential dilution of up to 2,000,000 shares plus warrants
• Related‑party participation requires disclosure and relies on MI 61‑101 exemptions
• Financing size is small relative to typical public company raises

Vancouver, British Columbia--(Newsfile Corp. - January 23, 2026) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") announces that it proposes to undertake a non-brokered private placement financing (the "Offering") to raise gross proceeds of up to $100,000 through the sale of up to 2,000,000 units (the "Units") at a price of $0.05 per Unit. 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 purchase one additional common share of the Company at an exercise price of $0.06 for a period of three years from issuance.

A director of the Company (the "Insider") will be subscribing for up to 1,000,000 Units for gross proceeds of up to $50,000. The issuance of Units to the Insider will be 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 the "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 Insider nor the consideration to be paid by such Insider is 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 finder's units (the "Finder's Units") to certain finders. Each Finder's Unit will consist of one Share and one non-transferable share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.06 per share for three years.

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. The securities to be issued under the Offering, including any Finder's Units, will have a hold period of four months and one day from the Closing Date, in accordance with applicable securities laws.

The Company intends to use the net proceeds of the Offering for general corporate purposes.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281384

FAQ

What is the size and price of the ORLCF private placement announced January 23, 2026?

The company proposes to raise up to $100,000 by issuing up to 2,000,000 Units at $0.05 per Unit.

What does each Unit in the ORLCF offering include and what are the warrant terms?

Each Unit includes one common share and one warrant to buy one share at $0.06 for three years from issuance.

How much is the director (insider) subscribing for in the ORLCF financing?

A director may subscribe for up to 1,000,000 Units, representing up to $50,000 of the offering.

Will the ORLCF offering require shareholder approval for the insider participation?

The company expects to rely on exemptions under MI 61‑101 for minority approval and formal valuation and will file a material change report.

When can investors freely trade the securities issued in the ORLCF private placement?

Securities issued will be subject to a hold period of four months and one day from the closing date, per applicable securities laws.

What will ORLCF use the net proceeds from the private placement for?

The company intends to use net proceeds for general corporate purposes.