Oracle Commodity Holding Clarifies Terms of Amended Coal Royalty Amendments

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) clarified terms of its amended and restated coal NSR royalty agreement with Silver Elephant dated August 26, 2025, disclosed November 19, 2025. The royalty payable from Silver Elephant's Mongolian coal projects is now the greater of US$2 per tonne or 3% of NSR, with NSR calculated on the average spot sales price of coal. The amendment replaces a prior 5% NSR calculated on actual sales price (including discounts), and is described as aligning the royalty with market conventions and simplifying pricing methodology without materially altering economic effect. Silver Elephant continues to guarantee payments and is a control person of Oracle Commodity Holding; the transaction was treated as a related party transaction with available MI 61-101 exemptions.

Positive

• Royalty formula changed to greater of US$2/tonne or 3% NSR
• NSR now calculated on average spot sales price, simplifying pricing
• Silver Elephant continues to guarantee payments for Mongolian subsidiaries

Negative

• Royalty rate down from 5% to 3% NSR (basis change may reduce receipts)
• Transaction is a related party deal with reliance on MI 61-101 exemptions

News Market Reaction

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-5.88% News Effect

On the day this news was published, ORLCF declined 5.88%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - November 19, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle Commodity Holding" or the "Company") announces clarifications to certain disclosure regarding the amended and restated net smelter return ("NSR") royalty agreements (the "Amended Agreement") with Silver Elephant Mining Corp. ("Silver Elephant") dated August 26, 2025, previously announced on August 29, 2025. This clarification is being provided at the request of the TSX Venture Exchange.

Under the Amended Agreement, Oracle Commodity Holding and Silver Elephant agreed that the coal royalty payable from Silver Elephant's Mongolian coal projects to Oracle Commodity Holding is the greater of US$2 per tonne or 3% of NSR, calculated based on the average spot sales price of coal.

For clarity, the previous 5% NSR royalty under the original royalty agreement dated April 5, 2024, was calculated on an actual sales-price basis, including discounts. The Amended Agreement therefore replaces the 5% NSR royalty with a 3% NSR royalty based on the average spot price, aligning the royalty with market conventions and simplifying the pricing methodology without materially altering its economic effect.

Silver Elephant continues to guarantee the payment of coal royalties on behalf of its Mongolian subsidiaries, which are the royalty payors.

Related Party Disclosure

Silver Elephant is a control person of Oracle Commodity Holding. As such, the amended and restated royalty agreements constitute "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Oracle Commodity Holding relied on available exemptions from the formal requirements under MI 61-101 in respect of the amended and restated royalty agreements.

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

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/275250

FAQ

What did Oracle Commodity Holding (ORLCF) change in the August 26, 2025 royalty amendment?

The amendment sets the coal royalty as the greater of US$2 per tonne or 3% of NSR, with NSR based on the average spot sales price, replacing the prior 5% NSR on actual sales price.

When did Oracle Commodity Holding publicly clarify the amended royalty terms for ORLCF?

Oracle Commodity Holding issued the clarification on November 19, 2025 regarding the August 26, 2025 amended agreement.

How does the new ORLCF royalty calculation differ from the original April 5, 2024 agreement?

The original was 5% NSR calculated on actual sales price (including discounts); the amended method is 3% NSR tied to average spot price or US$2/tonne, whichever is greater.

Does Silver Elephant still guarantee royalty payments to Oracle Commodity Holding (ORLCF)?

Yes. Silver Elephant continues to guarantee the payment of coal royalties on behalf of its Mongolian subsidiaries.

Is the ORLCF royalty amendment a related party transaction and were exemptions used?

Yes. Silver Elephant is a control person of Oracle Commodity Holding, and the company relied on available MI 61-101 exemptions for the amended royalty agreements.