Vancouver, British Columbia--(Newsfile Corp. - December 4, 2023) - Oracle Commodity Holding Corp. ("Oracle" or the "Company") announces that it proposes to undertake a non-brokered 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 of $0.05 per Unit. Each Unit will consist of one common share of the Company and one-half of one share purchase warrant with each whole warrant (a "Warrant") entitling the holder to purchase 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 approximately 96,000,000 Oracle common shares issued and outstanding upon completion of the Private Placement.
Proceeds of the Private Placement are expected to be 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 subscribing 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 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 insiders 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 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 Thompson nickel belt, Manitoba, operated by Flying Nickel Mining Corp. ("Flying Nickel") (TSXV: 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 Nevada, operated by Nevada Vanadium Mining Corp. ("Nevada Vanadium"). On October, 23, 2023, 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 project 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 in Mongolia as described in Silver Elephant's news release dated May 18, 2022. This royalty generated approximately US$78,000 in revenue to Oracle in 2023.
- 18,258,654 shares of Flying Nickel. This represents 20.88% of the outstanding shares of Flying Nickel.
- 24,691,848 shares of Nevada Vanadium. This represents 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 financial 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 consultants 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 (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 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: 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 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 exchange 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 business plans; ability to secure sufficient financing to advance the Company's investment business; 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 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/189690
