Oracle Commodity Holding Announces a $250,000 Private Placement

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) announced a non-brokered private placement of up to 5,000,000 Units at $0.05 per Unit to raise gross proceeds of $250,000, subject to TSX Venture Exchange approval. Each Unit includes one share and one warrant exercisable at $0.06 for three years.

The company said proceeds will fund general corporate purposes and working capital. An insider, John Lee, may subscribe for up to 4,000,000 Units ($200,000); the company intends to rely on MI 61-101 exemptions and says the placement will not create a new control person.

Positive

• $250,000 gross proceeds for working capital
• Insider participation of $200,000 signals internal support
• Warrants exercisable at $0.06 for three years

Negative

• Potential dilution from 5,000,000 Units plus warrant exercises
• Related-party participation requires reliance on MI 61-101 exemptions
• Private Placement subject to TSXV approval

Vancouver, British Columbia--(Newsfile Corp. - March 12, 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 5,000,000 units (the "Units"), at a price of $0.05 per Unit for gross proceeds of $250,000 (the "Private Placement") subject to acceptance by the TSX Venture Exchange. Each Unit consists of one common share (a "Share") and one transferable common share purchase warrant (a "Warrant") of the Company. 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. The gross proceeds will be used for general corporate purposes and ongoing working capital.

The Private Placement is subject to TSX Venture Exchange approval. All Shares issued pursuant to the Private Placement and any Shares issued upon exercise of the Warrants will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

No finder's fees are payable in connection with the Private Placement.

It is anticipated that an insider of the Company, John Lee (the "Insider"), will subscribe for up to 4,000,000 Units for gross proceeds of $200,000. The issuance of Units to the Insider 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 intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) as the fair market value of the Insider's participation in the Private Placement does not exceed 25% of the Company's market capitalization. The Private Placement 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

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.

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/288313

FAQ

What is Oracle Commodity Holding (ORLCF) raising in the March 12, 2026 private placement?

The company is raising up to $250,000 through a private placement of 5,000,000 Units at $0.05 each. According to the company, proceeds are intended for general corporate purposes and ongoing working capital.

How many Units and what are the terms of the warrants in Oracle's (ORLCF) offering?

Each Unit includes one share and one warrant; each warrant is exercisable at $0.06 for three years. According to the company, warrants are transferable and expire three years from issuance.

Will an insider participate in Oracle's (ORLCF) $250,000 private placement?

Yes. An insider, John Lee, may subscribe for up to 4,000,000 Units for $200,000. According to the company, this related-party participation will rely on MI 61-101 exemptions.

What shareholder restrictions apply to shares issued in Oracle's (ORLCF) private placement?

All shares issued and shares from warrant exercises will be subject to a statutory hold period of four months and one day. According to the company, this is in accordance with applicable securities laws and TSXV policy.

Does Oracle Commodity Holding (ORLCF) need exchange approval for the private placement?

Yes. The Private Placement is subject to approval by the TSX Venture Exchange. According to the company, issuance is conditional on TSXV acceptance before closing.

How might the private placement affect ORLCF shareholders?

The offering could cause share dilution if Units and warrants are issued and exercised. According to the company, the placement will not create a new control person and aims to fund working capital.