Vancouver, British Columbia--(Newsfile Corp. - June 13, 2024) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTC Pink: ORLCF) ("Oracle" or the "Company") is pleased to announce that it has closed a non-brokered private placement raising gross proceeds of $548,350 through the issuance of 4,985,000 units (the "Units") at a price of $0.11 per Unit. Each Unit consists of one common share of the Company (a "Share") and one share purchase warrant (the "Warrant") with each Warrant entitling the holder to purchase one additional Share at a price of $0.15 per Share until June 12, 2027 (the "Private Placement").
147,750 Units were issued in connection with this Private Placement as Finder's Fees to Canaccord Genuity Corp. (as to 134,750 Units) and Research Capital Corp. (as to 14,000 Units).
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 hold period ending October 13, 2024.
John Lee, a Director of the Company, subscribed for 1,300,000 Units for gross proceeds of $143,000. Additionally, Silver Elephant Mining Corp ("Silver Elephant")., an insider of the Company by virtue of holding 10% or more of the issued and outstanding shares of the Company, subscribed for 1,470,000 Units for gross proceeds of $161,700. The issuance of Units to John Lee and Silver Elephant are considered related party transactions 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 participation in the Private Placement by Mr. Lee and Silver Elephant does 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 in connection with the closing of the Private Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Oracle Commodity Holding Corp.
Oracle Commodity Holding Corp. is a Canadian reporting issuer, holding certain interests in other mining companies.
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 information in this news release includes statements concerning the expected date for commencement of trading of the Company's common shares for trading on the TSX Venture Exchange.
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: unanticipated delays to the commencement of trading of the Company's common shares; market conditions and investor sentiment to invest in a new investment business with a limited trading history; 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 and listing application, 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.
