If You Invested in Oracle Commodity Hldg Corp (ORLCF)

Oracle Commodity Holding Corp. (OTCQB: ORLCF), also referenced as Oracle Commodity Holding or Oracle, is a financial services company whose activities center on royalty interests connected to mining and natural resource projects. The company is listed on the TSX Venture Exchange under the symbol ORCL and trades over-the-counter in the United States under ORLCF. Available disclosures describe Oracle Commodity Holding as entering into net smelter return (NSR) royalty agreements tied to mineral properties operated by third-party mining companies.

According to its public news releases, Oracle Commodity Holding focuses on acquiring and managing NSR royalty interests over commodities such as coal, silver and fluorspar. These royalty agreements entitle Oracle Commodity Holding to receive a percentage-based royalty or a minimum per-tonne payment on minerals produced and sold from specified properties. The company’s activities involve negotiating, amending and expanding royalty agreements with mining counterparties, subject to regulatory review and approval by the TSX Venture Exchange.

Royalty agreements with Silver Elephant Mining Corp.

Oracle Commodity Holding has entered into amended and restated NSR royalty agreements with Silver Elephant Mining Corp. covering Silver Elephant’s Mongolian coal properties and Bolivian silver properties. The company has disclosed that these amended agreements replace and consolidate prior royalty arrangements related to those assets. Silver Elephant continues to guarantee the payment of royalties owed under these amended agreements on behalf of its applicable subsidiaries, which are the royalty payors.

In relation to Silver Elephant’s Mongolian coal projects, Oracle Commodity Holding clarified that, under an amended agreement dated August 26, 2025, the coal royalty payable 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. This structure replaced a previous 5% NSR royalty that had been calculated on an actual sales-price basis, including discounts. The revised methodology aligns the royalty calculation with a spot-price reference while, according to the company, not materially altering the economic effect of the royalty. Silver Elephant remains the guarantor of coal royalty payments on behalf of its Mongolian subsidiaries.

These amended agreements with Silver Elephant are characterized in Oracle Commodity Holding’s disclosures as “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Oracle Commodity Holding has stated that it relied on available exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 for these transactions.

Royalty agreements with CleanTech Vanadium Mining Corp. and U.S. Fluorspar LLC

Oracle Commodity Holding has also disclosed a series of NSR royalty arrangements with CleanTech Vanadium Mining Corp. and its wholly owned subsidiary U.S. Fluorspar LLC (USF). These arrangements relate to fluorspar projects in the United States. Under a royalty agreement dated August 11, 2025, as amended on August 27, 2025, October 2, 2025 and further on November 14, 2025, Oracle Commodity Holding is entitled to a 2% NSR royalty on minerals produced and sold from the mineral properties covered by the agreement, subject to a minimum of US$6 per tonne of minerals sold.

The scope of this royalty has been expanded through amending agreements. A second amending agreement added the Quarant Fluorspar Project in Kentucky, operated by USF, to the royalty coverage. A third amending agreement expanded the royalty to include additional fluorspar properties in Illinois, consisting of mineral-rights parcels in Pope and Hardin Counties. In each case, Oracle Commodity Holding’s royalty entitlement applies to minerals produced and sold from the properties included in the royalty agreement, on the terms described in the company’s news releases.

In consideration for acquiring and expanding these royalty interests, Oracle Commodity Holding has agreed to make non-refundable cash payments, referred to as Matching Payments, to USF. According to the company’s disclosures, these Matching Payments are equal to 20% of the cash consideration that USF has paid, pays or will pay to various vendors to acquire the properties under their agreements, and are only required once USF has made actual cash payments to those vendors. For the Quarant Fluorspar Project, Oracle Commodity Holding has agreed to pay USF 20% of a specified cash amount over a defined period, as outlined in the relevant news release. For the New Illinois Fluorspar Properties, Oracle Commodity Holding has agreed to pay USF 20% of a stated cash amount.

Oracle Commodity Holding has disclosed that it is a control person of CleanTech, holding a significant number of CleanTech common shares. As a result, the royalty agreements and amendments between Oracle Commodity Holding and CleanTech or USF are treated as related party transactions under MI 61-101 and the TSX Venture Exchange’s Policy 5.9. The parties have indicated their intention to rely on available exemptions from formal valuation and minority-approval requirements in respect of these transactions.

Regulatory review and TSX Venture Exchange oversight

The company has reported that the TSX Venture Exchange reviews certain of its royalty transactions. Oracle Commodity Holding has advised that the TSX Venture Exchange’s review of its NSR royalty agreement with CleanTech and USF, and its amended and restated NSR royalty agreements with Silver Elephant covering Mongolian coal and Bolivian silver properties, has been ongoing. The company has indicated that it will provide further updates on the status of these reviews as appropriate. In a later disclosure, Oracle Commodity Holding announced that the TSX Venture Exchange granted final approval for the amended and restated royalty agreements with Silver Elephant.

Oracle Commodity Holding has also noted that its private placement financings and related-party transactions are subject to TSX Venture Exchange policies and MI 61-101. The company has described its reliance on exemptions from formal valuation and minority shareholder approval requirements where the fair market value of securities issued to insiders or the value of related-party debt settlements falls within specified thresholds relative to the company’s market capitalization.

Capital raising and corporate finance activities

Oracle Commodity Holding has engaged in non-brokered private placement financings consisting of units made up of common shares and common share purchase warrants. In its disclosures, the company has described offerings of units at a stated price per unit, with each unit including one common share and one warrant exercisable at a specified price for a defined term. The company has reported that it increased the size of certain offerings due to demand, raising the potential gross proceeds.

The company has stated that the net proceeds of these offerings are intended for general corporate purposes and, in some cases, for payment of cash consideration related to the acquisition of a 2% royalty from U.S. Fluorspar LLC over certain fluorspar projects, subject to TSX Venture Exchange approval. Oracle Commodity Holding has also disclosed that some insiders intend to subscribe for units in these offerings, and that such participation is treated as a related party transaction under MI 61-101, with the company relying on applicable exemptions.

In another corporate finance measure, Oracle Commodity Holding has entered into a debt settlement agreement with a former executive to settle amounts owed for services rendered through the issuance of common shares at a deemed price per share, subject to TSX Venture Exchange approval. The company has characterized this settlement as a related party transaction and indicated reliance on exemptions from the requirements for a formal valuation and minority shareholder approval, based on the relative size of the transaction.

Corporate governance and management updates

Oracle Commodity Holding has reported several changes in its senior leadership and legal function. The company announced the appointment of a new Chief Executive Officer, replacing a previous CEO, effective on a specified date. The new CEO is described as having extensive experience in investor engagement and strategic growth within publicly traded mining-sector companies, with a background in capital markets, corporate communications and resource markets.

In addition, Oracle Commodity Holding has appointed a Vice President Legal, a Canadian-qualified lawyer with experience in corporate finance, securities and corporate governance, particularly for clients in the mining and natural resources sector. In this role, the Vice President Legal is expected to oversee the company’s legal affairs and provide counsel in support of its operations and project portfolio.

The company has also disclosed the grant of incentive stock options to members of management under its 10% rolling stock option plan. These options provide the right to acquire common shares at a specified exercise price over a defined term, with vesting schedules that allocate a percentage of the options per quarter over an initial multi-year period, subject to the terms of the plan, grant agreements and TSX Venture Exchange requirements.

Oracle Commodity Holding has further reported that a former Chief Legal Officer stepped down from that role and from the board of directors effective on a specified date, and that the company has expressed appreciation for the individual’s contributions. The former officer is expected to remain available as a consultant.

Business model characteristics

Based on its public disclosures, Oracle Commodity Holding’s activities are centered on obtaining and managing NSR royalty interests related to mining and mineral projects operated by third parties. These royalty agreements typically entitle Oracle Commodity Holding to receive a percentage of net smelter returns or a minimum per-tonne payment on minerals produced and sold from specified properties. The company’s business involves negotiating the terms of royalty agreements, amending those agreements to expand property coverage or adjust royalty structures, and coordinating with counterparties and regulators, including the TSX Venture Exchange.

Oracle Commodity Holding’s disclosures emphasize its role as a control person in relation to certain counterparties, such as CleanTech Vanadium Mining Corp., and the resulting classification of transactions as related party transactions under MI 61-101. The company’s news releases highlight its reliance on regulatory exemptions and its compliance with disclosure and approval processes associated with these transactions.

Frequently asked questions about Oracle Commodity Holding Corp.