Oracle Commodity Holding Appoints Jason Powell as Chief Executive Officer

Rhea-AI Summary

Oracle Commodity Holding (OTCQB:ORLCF) has appointed Jason Powell as its new Chief Executive Officer, effective October 1, 2025, replacing Anthony Garson. Powell brings over 15 years of experience in the mining sector with expertise in capital markets, corporate communications, and industry trends.

The company has granted Powell 400,000 stock options at an exercise price of $0.05, vesting quarterly over two years starting January 1, 2026, with a five-year term expiring October 1, 2030. Additionally, Oracle has entered into a debt settlement agreement with former CEO Garson, issuing 578,000 common shares at $0.05 per share to settle $28,900 in outstanding services rendered.

Positive

• None.

Negative

• Related party debt settlement transaction requiring regulatory compliance
• Dilution from issuance of new shares for debt settlement
• Material change report being filed less than 21 days before closing

Vancouver, British Columbia--(Newsfile Corp. - October 1, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") is pleased to announce the appointment of Jason Powell as its Chief Executive Officer ("CEO"), replacing Anthony Garson, effective October 1, 2025.

Jason Powell is a seasoned executive with over 15 years of experience driving investor engagement and strategic growth within publicly traded companies in the mining sector. As he steps into the role of CEO, Mr. Powell brings a rare blend of visionary leadership and operational discipline anchored by a deep understanding of global resource markets and shareholder value creation.

Mr. Powell has consistently translated strategic vision into tangible outcomes. His expertise spans capital markets, corporate communications, and mining industry trends, enabling him to position companies for long-term success in volatile environments.

The Company also announces that its board of directors has approved the grant of incentive stock options (the "Options") to Mr. Powell to acquire an aggregate of 400,000 common shares in the capital of the Company at an exercise price of $0.05. All Options were granted pursuant to the Company's 10% rolling stock option plan (the "Plan") and are subject to the terms of the Plan, the applicable grant agreements and the requirements of the TSX-V. The Options are exercisable for a five-year term expiring October 1, 2030. The Options will vest at 12.5% per quarter for the first two years following the grant date starting on January 1, 2026.

The Company extends its gratitude to Mr. Garson for his contributions and invaluable service. Mr. Garson has also resigned from the board of directors effective October 1, 2025.

The Company has entered into a debt settlement agreement with Mr. Garson to settle an aggregate of $28,900 for services rendered by Mr. Garson by the issuance of 578,000 common shares in the capital of the Company (the "Debt Settlement Shares") at a deemed price per Debt Settlement Share of $0.05, subject to the receipt of TSX-V approval (the "Debt Settlement").

The Debt Settlement with Mr. Garson is with a related party of the Company and accordingly the Debt Settlement is expected to constitute a "related party transaction" of the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company is relying on the exemption from the requirement to obtain a formal valuation pursuant to section 5.5(b) of MI 61-101 as the Company is not a CSE senior tier issuer and no securities of the Company are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited.

In addition, the Company is relying on the exemption from the requirement to obtain minority shareholder approval pursuant to section 5.7(1)(a) of MI 61-101 as the fair market value of the Debt Settlement does not exceed 25% of the Company's market capitalization. A material change report including details with respect to the related party transaction is expected to be filed less than 21 days prior to the closing of the Debt Settlement as the details and amount of debt settled under the Debt Settlement were not finalized until closer to the anticipated closing and the Company deemed it reasonable in the circumstances so as to be able to complete the Debt Settlement in an expeditious manner and improve its financial position by reducing its accrued liabilities as soon as possible.

The Debt Settlement Shares issued pursuant to the Debt Settlement will be subject to a four month and one day hold period from the date of issuance thereof in accordance with applicable Canadian securities laws and, if applicable, hold periods in accordance with other applicable securities laws.

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:

Phone: 1.877.664.2535
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: receiving stock exchange listing approval and ability to meet customary conditions for listing; market conditions and investor sentiment to invest in a new investment business with a limited trading history; 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/268706

FAQ

Who is the new CEO of Oracle Commodity Holding (ORLCF)?

Jason Powell was appointed as the new CEO of Oracle Commodity Holding, effective October 1, 2025, bringing over 15 years of experience in the mining sector.

What stock options were granted to ORLCF's new CEO?

The new CEO received 400,000 stock options at an exercise price of $0.05, vesting quarterly over two years starting January 1, 2026, with expiration on October 1, 2030.

How is Oracle Commodity Holding (ORLCF) settling its debt with former CEO Anthony Garson?

Oracle is settling $28,900 in debt through the issuance of 578,000 common shares at a deemed price of $0.05 per share, subject to TSX-V approval.

When will Jason Powell's stock options begin vesting at Oracle Commodity?

The stock options will begin vesting on January 1, 2026, with 12.5% vesting quarterly over the first two years following the grant date.

What regulatory requirements apply to ORLCF's debt settlement with the former CEO?

The debt settlement constitutes a related party transaction under MI 61-101, but Oracle is exempt from formal valuation and minority shareholder approval requirements based on market capitalization thresholds.