Oracle Commodity Holding Announces Closing of Non-Brokered Private Placement

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF, TSXV: ORCL) closed a non-brokered private placement of 8,000,000 units at $0.035 per unit for gross proceeds of $280,000 on November 10, 2025. Each unit includes one common share and one three-year warrant exercisable at $0.06 per share.

Proceeds are designated for working capital and general corporate purposes. Securities are subject to a regulatory four-month-and-one-day hold. No finder's fees were paid. An insider subscribed for 1,750,000 units (gross $61,250) and the company relied on MI 61-101 exemptions for insider participation. Proceeds will not be used for the previously announced 2% fluorspar royalty acquisition until TSXV approval is obtained.

Positive

• Gross proceeds raised: $280,000
• Insider participation: 1,750,000 units subscribed
• Warrants extend shareholder upside: 3-year term at $0.06

Negative

• Dilution from 8,000,000 new units plus warrants
• Proceeds cannot fund fluorspar royalty until TSXV approval
• Securities subject to 4-month-and-1-day hold period

Vancouver, British Columbia--(Newsfile Corp. - November 10, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle Commodity Holding" or the "Company") is pleased to announce the closing of the non-brokered private placement of 8,000,000 units (each, a "Unit") at a price of $0.035 per Unit for gross proceeds of $280,000 (the "Private Placement") previously disclosed on September 24, 2025, September 26, 2025 and October 9, 2025. Each Unit consists of one common share of the Company (a "Share") and one common share purchase warrant (the "Warrant") with each Warrant entitling the holder to purchase one additional Share at a price of $0.06 per Share for a period of three years from issuance.

Proceeds of the Private Placement are expected to be used for working capital and general corporate purposes. The securities issued pursuant to the Private Placement will be subject to a regulatory four-month and one-day hold period. No finder's fees were paid in connection with this Private Placement.

A director and officer of the Company participated in the Offering, subscribing for an aggregate of 1,750,000 Units for gross proceeds of $61,250. The participation of the insider constitutes a "related-party transaction Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of sections 5.5 (a) and 5.7(1)(a) of MI 61-101 on the basis that the fair-market value of the securities issued to insiders does not exceed 25% of the Company's market capitalization.

Disclosure Required by the TSX Venture Exchange

None of the proceeds from this Private Placement will be used for, or allocated toward, the payment of the cash consideration for the acquisition of a 2% royalty from U.S. Fluorspar LLC over certain fluorspar projects (the "Fluorspar NSR Consideration") (see news release dated August 12, 2025) or any other aspect of the Fluorspar NSR Consideration until the TSX Venture Exchange (the "TSXV") has granted its approval of that transaction. The acquisition remains subject to TSXV approval, which may require a valuation opinion or disinterested shareholder approval.

None of the proceeds of the Private Placement will be paid to any non-arm's length parties, persons conducting investor relations activities or for any specific use representing 10% or more of the gross proceeds.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 Holding 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 Holding, please contact:

Phone: 1.877.664.2535
Email: info@oracleholding.com

Cautionary Note Regarding Forward-Looking Statements

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/273889

FAQ

What did Oracle Commodity Holding announce on November 10, 2025 (ORLCF)?

The company closed a non-brokered private placement of 8,000,000 units at $0.035 per unit for $280,000 gross proceeds.

What does each unit include in the ORLCF private placement?

Each unit includes one common share plus one warrant exercisable at $0.06 per share for three years.

Will the $280,000 from the ORLCF placement be used to buy the fluorspar royalty?

No; none of the proceeds will be used for the fluorspar 2% NSR consideration until TSXV approval is obtained.

Did any insiders participate in the ORLCF financing and in what amount?

Yes; a director and officer subscribed for 1,750,000 units for gross proceeds of $61,250.

Are there transfer restrictions on the securities issued in the ORLCF placement?

Yes; the securities are subject to a regulatory four-month-and-one-day hold period.