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Oracle Commodity Holding Corp. — Capital/Financing Update 2026
Apr 6, 2026
48315_rns_2026-04-06_00f07ece-8679-4ce2-b888-1b5f47dfc9ef.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Oracle Commodity Holding Corp. (the “Company”)
Suite 1008 – 409 Granville Street
Vancouver, BC V6C 1T2
Item 2. Date of Material Change
April 6, 2026
Item 3. News Release
A news release was issued and disseminated through the services of Newsfile Corp. on April 6, 2026, and subsequently filed on SEDAR+.
Item 4. Summary of Material Change
The Company announces that, further to its news releases dated March 12, 2026, March 13, 2026 and March 25, 2026, it has closed the second and final tranche of its non-brokered private placement (the “Private Placement”). The Company raised $164,000 through the sale of 3,280,000 units (each, a “Unit”) at a price of $0.05 per Unit. Each Unit consists of one common share of the Company (each, a “Share”) and one transferable common share purchase warrant (each, a “Warrant”) with each Warrant entitling the holder to purchase one additional Share at a price of $0.06 per Share for a period of three years from issuance. Together with the first tranche closing on March 25, 2026, the Company has raised total gross proceeds of $300,000.
Item 5. Full Description of Material Change
The Company announces that, further to its news releases dated March 12, 2026, March 13, 2026 and March 25, 2026, it has closed the second and final tranche of its non-brokered Private Placement. The Company raised $164,000 through the sale of 3,280,000 Units at a price of $0.05 per Unit. Each Unit consists of one Share and one Warrant with each Warrant entitling the holder to purchase one additional Share at a price of $0.06 per Share for a period of three years from issuance. Together with the first tranche closing on March 25, 2026, the Company has raised total gross proceeds of $300,000.
John Lee, a director of the Company (the “Insider”) participated in the Private Placement for 3,280,000 Units in the second tranche and an aggregate of 4,500,000 Units, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied 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 the Insider’s participation in the Private Placement did 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.
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 four-month and one-day hold period. No finder’s fees were paid in connection with the Private Placement.
The Private Placement is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable
Item 7. Omitted Information
Not applicable
Item 8. Executive Officer
Jason Powell
CEO
+1.604.569.3661
Item 9. Date of Report
April 6, 2026