Oracle Commodity Holding Corp. Announces Private Placement of 16 Million Units for Gross Proceeds of $800,000
Oracle Commodity Holding Corp. Announces Private
Placement of 16 Million Units for Gross Proceeds of
$800,000
Vancouver, British Columbia, December 4, 2023 – Oracle Commodity Holding Corp.
(“Oracle” or the “Company”) announces that it proposes to undertake a non-brok ered private
placement (the “Private Placement”) to raise aggregate gross proceeds of $800,000 through the
sale of 16,000,000 units (the “Units”) at a price o f $0.05 per Unit. Each Unit will consist of one
common share of the Company and one-half of one sha re purchase warrant with each whole
warrant (a “Warrant”) entitling the holder to purch ase one additional share of the Company at a
price of $0.06 per share for 3 years from the date of issue.
It is presently expected that there shall be approx imately 96,000,000 Oracle common shares
issued and outstanding upon completion of the Private Placement.
Proceeds of the Private Placement are expected to b e used to provide working capital, apply to
list the Company’s common shares on a stock exchange in Canada, and for investment purposes.
John Lee, the chairman of Oracle will be subscribin g for 5,000,000 Units for gross proceeds of
$250,000. The issuance of Units to insiders pursuant to the Private Placement will be considered
related party transactions within the meaning of Mu ltilateral 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 s hareholder approval requirements provided
under sections 5.5(a) and 5.7(a) of MI 61-101 on th e basis that participation in the Private
Placement by insiders will not exceed 25% of the fa ir market value of the Company’s market
capitalization. The Company will file a material ch ange report in respect of the related party
transactions in connection with the Private Placement.
Finder’s fees of up to 7% in cash or Units maybe be payable. The securities issued as part of the
Private Placement will be subject to a hold period of four months plus one day from the date of
issue. Closing of the Private Placement is expected to occur on or about December 28, 2023.
Oracle’s business is acquiring royalties on silver and critical minerals mining projects. The
Company’s current main assets include:
2% royalty on the Minago nickel project in the Tho mpson nickel belt, Manitoba, operated
by Flying Nickel Mining Corp. (“Flying Nickel”, TSX-V: FLYN). On July, 21, 2022, Flying
Nickel submitted the Notice of Alteration (“NOA”) to Environment Act Licence No. 2981
for the Minago Nickel Project. Flying Nickel expects to receive the final decision on the
NOA in 2024.
2% royalty on the Gibellini vanadium project in Ne vada, operated by Nevada Vanadium
Mining Corp. (“Nevada Vanadium”). On October, 23, 2 023, the Bureau of Land
Management (BLM), Battle Mountain District Office issued a Record of Decision and Plan
of Operations approval for the Gibellini Vanadium Mine project in Eureka County, Nevada.
2% royalty on the Pulacayo-Paca silver-lead-zinc p roject in Potosi, Bolivia, operated by
Silver Elephant Mining Corp. (“Silver Elephant”). On September 12, 2023 Silver Elephant
announced the sale of up to 800,000 tonnes of Pulacayo-Paca’s silver oxide materials to
Andean Precious Metals Corp.
a certain royalty on the Ulaan Ovoo coal project i n Mongolia as described in Silver
Elephant’s news release dated May 18, 2022. This ro yalty generated approximately
US$78,000 in revenue to Oracle in 2023.
18,258,654 shares of Flying Nickel. This represent s 20.88% of the outstanding shares of
Flying Nickel.
24,691,848 shares of Nevada Vanadium. This represe nts 38.50% of the outstanding
shares of Nevada Vanadium.
Royalty payments to Oracle are subject to metal prices meeting certain threshold levels. Please
refer to Silver Elephant’s news release dated August 26, 2021 for details.
Oracle also announces the appointment of Masateru Igata as a director of the Company, effective
immediately. Mr. Igata is the Founder and CEO of Frontier LLC and Frontier Japan and has over
30 years of professional experience in Asian financ ial markets. Prior to Frontier, he was a
Managing Director at Salomon Brother, and Nikko Citigroup in Tokyo.
Oracle further announces that it has granted in aggregate, 7,990,000 incentive stock options (the
“Options“), to directors, officers, employees and c onsultants of the Company. The Options are
exercisable at a price of $0.05 per Common share for a term of five years expiring on December
4, 2028 and vest at 12.5% per quarter over a period of two years following the date of grant.
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 (t he “ U.S. Securities Act ”) or any state
securities laws and may not be offered or sold with in 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 an investment business holding certain royalty interests and
ownership interests in other mining companies. The Company is a reporting issuer in certain
jurisdictions of Canada.
Further information on Oracle Commodity can be found at www.oracleholding.com .
ORACLE COMMODITY HOLDING CORP.
ON BEHALF OF THE BOARD
“Anthony Garson”
CEO
For more information about Oracle Commodity, please contact:
+1.604.569.3661 ext. 101
Email: [email protected]
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 his torical facts, are forward-looking information
within the meaning of applicable securities laws. S uch 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 statem ents. Forward-looking information in this
news release includes statements concerning the expected gross proceeds, closing date and use
of proceeds raised from the Private Placement, and the Company’s plans to apply to list its
common shares for trading on a stock exchange in Canada.
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: receiving stock excha nge listing approval and ability to meet
customary conditions for listing; market conditions and investor sentiment for an investment in an
unlisted reporting company in Canada; changes in bu siness plans; ability to secure sufficient
financing to advance the Company’s investment busin ess; and general economic conditions.
Further details about the risk factors concerning the proposed transaction are set out in such news
releases. Additional risk factors are set out in th e 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 assu rance 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 revis e any forward-looking statements in this
news release to reflect circumstances or events tha t occur after the date of this news release,
except as required by applicable securities laws.