Oracle Commodity Holding Increases Non-Brokered Private Placement to $280,000

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) upsized a non-brokered private placement to 8,000,000 Units at $0.035 per Unit, increasing potential gross proceeds to $280,000. Each Unit comprises one common share and one warrant exercisable at $0.06 for three years.

Company insiders may subscribe for up to 1,750,000 Units (up to $61,250); this will be treated as a related party transaction with reliance on MI 61-101 exemptions. The offering relies on the TSX Venture minimum price exemption, requires TSXV approval, and units carry a statutory hold period of four months and one day. Net proceeds will fund general corporate purposes and payment for a 2% fluorspar royalty.

Positive

• Gross proceeds increased to $280,000
• Net proceeds allocated to pay a 2% fluorspar royalty

Negative

• Issuance of 8,000,000 Units will dilute existing shareholders
• Insiders subscribing 1,750,000 Units ($61,250) creates a related‑party transaction

Vancouver, British Columbia--(Newsfile Corp. - October 9, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") announces that to due to ongoing high demand, it has further upsized the non-brokered private placement financing (the "Offering") from 7,500,000 units (the "Units") at a price of $0.035 per Unit to 8,000,000 Units, raising the potential gross proceeds to $280,000. The Offering was first announced on September 24, 2025 and subsequently upsized on September 26, 2025. Each Unit consists of one common share of the Company (a "Share") and one transferable common share purchase warrant (a "Warrant"). 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.

A Finder's fees of up to 7% in Finder's Units will be payable. Each Finder's Unit will consist of one Share and one non-transferable share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.06 per share for three years.

Company insiders will be subscribing for up to 1,750,000 Units for gross proceeds of up to $61,250. The issuance of Units to the insiders will be 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 relies 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 insiders' participation in the Offering will 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.

The Company is relying on the TSX Venture Exchange's minimum price exemption and anticipates closing of the Offering as soon as practicable. Closing of the Offering is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange. The Units will be issued on a private placement basis pursuant to exemptions from prospectus requirements under applicable securities laws and will be subject to a statutory hold period of four months and one day from the date of issuance.

The Company intends to use the net proceeds of the Offering for general corporate purposes and for the payment of the cash consideration (the "Fluorspar NSR Consideration") for the acquisition of a 2% royalty from U.S. Fluorspar LLC over certain fluorspar projects (see news release dated August 12, 2025). Other than the Fluorspar NSR Consideration, there are no other specific use of proceeds that will represent 10% or more of the gross proceeds of the Offering. None of the proceeds from the Offering will be used for payments to non-arm's length parties of the Company other than normal course compensation of its officers, directors, employees and consultants as part of general corporate purposes, or to persons conducting investor relations activities.

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 Corp. 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

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/269882

FAQ

How many Units did Oracle (ORLCF) upsized the offering to on October 9, 2025?

Oracle upsized the offering to 8,000,000 Units at $0.035 per Unit.

What are the economic terms of the warrants in Oracle's (ORLCF) private placement?

Each Unit includes one warrant exercisable at $0.06 per share for three years from issuance.

How much gross capital will Oracle (ORLCF) raise after the upsizing?

The upsized Offering raises potential gross proceeds of $280,000.

Will company insiders participate in Oracle's (ORLCF) Offering and how much?

Insiders may subscribe for up to 1,750,000 Units for gross proceeds up to $61,250.

What will Oracle (ORLCF) use the net proceeds for from the private placement?

Net proceeds are for general corporate purposes and to pay the Fluorspar NSR consideration (2% royalty).

Are there restrictions and approvals required for Oracle's (ORLCF) Units?

Units are subject to a four months and one day hold period and closing requires TSXV and other regulatory approvals.