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Oracle Commodity Holding Closes Second and Final Tranche of Non-Brokered Private Placement

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private placement

Oracle Commodity Holding (OTCQB: ORLCF) closed the second and final tranche of a non-brokered private placement on April 6, 2026, raising $164,000 from 3,280,000 units at $0.05 per unit and bringing total gross proceeds to $300,000.

Each unit includes one share and one warrant exercisable at $0.06 for three years. Director John Lee participated for an aggregate of 4,500,000 units; the company relied on MI 61-101 exemptions and will file a material change report. Proceeds are for working capital; securities carry a four-month-and-one-day hold and TSXV approval is required.

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Positive

  • Total gross proceeds of $300,000 raised across two tranches
  • Second tranche raised $164,000 via 3,280,000 units at $0.05
  • Warrants exercisable at $0.06 for three years provide potential funding if exercised

Negative

  • Issuance of 3,280,000 units and additional warrants causes shareholder dilution
  • Related party participation by director John Lee creates a material related party transaction
  • Company relied on MI 61-101 exemptions instead of minority shareholder approval

News Market Reaction – ORLCF

-7.14%
1 alert
-7.14% News Effect

On the day this news was published, ORLCF declined 7.14%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - April 6, 2026) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") announces that, further to its news releases dated March 12, 2026, March 13, 2026 and March 25, 2026, it has closed the second and final tranche of its non-brokered private placement (the "Private Placement"). The Company raised $164,000 through the sale of 3,280,000 units (each, a "Unit") at a price of $0.05 per Unit. Each Unit consists of one common share of the Company (each, a "Share") and one transferable common share purchase warrant (each, a "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. Together with the first tranche closing on March 25, 2026, the Company has raised total gross proceeds of $300,000.

John Lee, a director of the Company (the "Insider") participated in the Private Placement for 3,280,000 Units in the second tranche and an aggregate of 4,500,000 Units, which constitutes 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 relied 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 Insider's participation in the Private Placement did 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.

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 the Private Placement.

The Private Placement is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

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/291340

FAQ

How much did Oracle Commodity Holding (ORLCF) raise in the April 6, 2026 private placement?

Oracle raised $164,000 in the second tranche, bringing total gross proceeds to $300,000. According to the company, 3,280,000 units were issued in the second tranche at $0.05 per unit, with the combined two tranches totaling $300,000.

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

Each unit includes one share and one warrant exercisable at $0.06 for three years. According to the company, each warrant entitles the holder to purchase one additional share at $0.06 per share during the three-year term from issuance.

Did an insider participate in ORLCF's private placement and how much did they buy?

Yes; director John Lee participated for an aggregate of 4,500,000 units. According to the company, John Lee subscribed for 3,280,000 units in the second tranche and 4,500,000 units in total, triggering a related party disclosure under MI 61-101.

What will ORLCF use the proceeds from the private placement for?

Proceeds are expected to be used for working capital and general corporate purposes. According to the company, the funds will support day-to-day operations and general corporate needs, without further specified project allocations.

Are the securities from ORLCF's private placement restricted and is exchange approval required?

Yes; securities are subject to a four-month-and-one-day regulatory hold and TSXV approval is required. According to the company, the closing is conditional on necessary approvals, including the TSX Venture Exchange, and the issued securities carry the standard hold period.