Oracle Commodity Holding Announces a $245,000 Private Placement

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) has announced a non-brokered private placement to raise $245,000 through the sale of 7 million units at $0.035 per unit. Each unit includes one common share and one transferable warrant exercisable at $0.06 for three years.

Company insiders will participate by subscribing for up to 1.75 million units ($61,250). A finder's fee of up to 7% in Finder's Units is payable. The offering is subject to regulatory approvals and will have a four-month statutory hold period. Proceeds will be used for general corporate purposes.

Positive

• Insider participation demonstrates management confidence with $61,250 commitment
• Warrants provide potential additional capital at $0.06 per share
• Three-year warrant term offers extended funding flexibility

Negative

• Small offering size of only $245,000 indicates limited funding
• Significant dilution at $0.035 per unit, a relatively low price point
• Additional dilution possible through 7% finder's fee units

Vancouver, British Columbia--(Newsfile Corp. - September 24, 2025) - 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 $245,000 through the sale of up to 7,000,000 units (the "Units") at a price of $0.035 per Unit. Each Unit consists of one common share of the Company (a "Share") and one transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.06 for a period of three years from issuance.

A Finder's fee of up to 7% in Finder's Units will be payable. 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.

Company insiders will be subscribing for up to 1,750,000 Units for gross proceeds of up to $61,250. The issuance of Units to the insiders 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 relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the insiders' participation in the Offering will not exceed 25% of the fair market value of the Company's market capitalization. The Company will file a material change report in respect of the related party transaction.

The Company is relying on the TSX Venture Exchange's minimum price exemption and anticipates closing of the Offering as soon as practicable. Closing of the Offering is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange. The Units will be issued on a private placement basis pursuant to exemptions from prospectus requirements under applicable securities laws and will be subject to a statutory hold period of four months and one day from the date of issuance.

The Company intends to use the net proceeds of the Offering for general corporate purposes, with no other specific use representing 10% or more of the gross proceeds of the Offering. None of the proceeds from the Offering will be used for payments to non-arm's length parties of the Company other than normal course compensation of its officers, directors, employees and consultants as part of general corporate purposes, or to persons conducting investor relations activities.

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
"Anthony Garson"
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/267738

FAQ

How much is Oracle Commodity Holding (ORLCF) raising in their private placement?

Oracle Commodity Holding is raising $245,000 through the sale of 7 million units at $0.035 per unit.

What are the terms of ORLCF's private placement warrants?

Each warrant allows holders to purchase one additional common share at $0.06 for a period of three years from issuance.

How much are insiders participating in Oracle Commodity's private placement?

Company insiders are subscribing for up to 1.75 million units, representing $61,250 of the total offering.

What is the hold period for Oracle Commodity's private placement securities?

The units will have a statutory hold period of four months and one day from the date of issuance.

How will Oracle Commodity (ORLCF) use the proceeds from the private placement?

The company will use the net proceeds for general corporate purposes, with no specific use representing more than 10% of the gross proceeds.