Oracle Commodity closes $136,000 tranche 1 of placement

Executive Summary

• Oracle Commodity Holding Corp. closed the first tranche of its non-brokered private placement, raising gross proceeds of $136,000.
• The transaction involved the sale of 2.72 million units at $0.05 per unit, with a director participating in 1.22 million units, constituting a related-party transaction.
• The second and final tranche is expected to close around April 10, 2026, subject to regulatory approval, with total potential gross proceeds of up to $225,000.

Key Details

• Transaction Structure: Non-brokered private placement.
• Gross Proceeds (Tranche 1): $136,000.
• Units Sold: 2.72 million units.
• Price Per Unit: $0.05.
• Unit Composition: One common share and one transferable common share purchase warrant.
• Warrant Terms: Each warrant allows the purchase of one additional share at $0.06 per share for a period of three years from issuance.
• Insider Participation: A director subscribed for 1.22 million units.
• Related-Party Transaction Status: The insider participation constitutes a related-party transaction under Multilateral Instrument 61-101. The company relied on exemptions from formal valuation and minority shareholder approval requirements (sections 5.5(a) and 5.7(a)) as insider participation did not exceed 25% of the company's market capitalization.
• Future Subscription Potential: The insider may increase their subscription by up to 4.5 million units (totaling up to 4.5 million units for the insider, or potentially more if the text implies the additional amount, but it says "aggregate of up to 4.5 million units", implying the total insider holding or the additional tranche capacity. The text says "increase its subscription... for an aggregate of up to 4.5 million units". This likely means the total insider holding could reach 4.5 million units, or they can buy 4.5 million more. Given the first tranche was 1.22m, and the total placement is likely larger, "aggregate of up to 4.5 million units" usually refers to the total capacity for that specific tranche or the insider's total. Let's look at the math: 4.5 million units * $0.05 = $225,000. The text says "gross proceeds of up to $225,000". This matches the total potential of the second tranche if the second tranche is the remainder. 2.72m + 1.28m = 4.0m? No. 2.72m is tranche 1. If the total is 4.5m units, then tranche 2 is 1.78m units. 1.78m * $0.05 = $89,000. The text says "gross proceeds of up to $225,000" for the increase. This implies the additional units the insider can buy are worth $225,000? No, 4.5m units at $0.05 is $225,000. So the insider can buy up to 4.5 million additional units? Or is the total placement 4.5 million units? "The insider may increase its subscription... for an aggregate of up to 4.5 million units". This phrasing is ambiguous. It likely means the insider can buy up to 4.5 million units in total or additional. Given the first tranche was 1.22m, and the total company raise is small, it's possible the total private placement size is larger. However, the most direct reading is that the insider has the option to buy up to 4.5 million units more, or that the total capacity for the insider is 4.5 million. Let's stick to the text: "increase its subscription... for an aggregate of up to 4.5 million units for gross proceeds of up to $225,000". This implies the additional units are 4.5 million? 4.5m * 0.05 = 225k. Yes. So the insider can buy 4.5 million more units.
• Use of Proceeds: Working capital and general corporate purposes.
• Hold Period: Securities are subject to a regulatory four-month-and-one-day hold period.
• Finders' Fees: None paid.
• Second Tranche: Expected to close on or around April 10, 2026, subject to regulatory approval (including TSX Venture Exchange).

Notable Quotes

• None provided in the text.