Toronto, Ontario--(Newsfile Corp. - March 30, 2026) - Ocham's Razor Capital Limited ("Ocham's Razor" or the "Company") and Pelican Canada Inc. ("Pelican") announce that they have completed (i) the previously announced brokered private placement of subscription receipts of Pelican (the "Pelican Offering"), as previously disclosed in the Company's news release dated February 20, 2026, and (ii) a concurrent non-brokered private placement of subscription receipts of the Company at an issue price of C$0.25 per subscription receipt (the "Ocham's Razor Offering", and together with the Pelican Offering, the "Offerings"), resulting in the sale of an aggregate of 19,958,500 subscription receipts for aggregate gross proceeds of approximately C$4,989,625.
Pursuant to the Offerings, Ocham's Razor issued an aggregate of 2,000,000 subscription receipts (the "Ocham's Razor Subscription Receipts") and Pelican issued an aggregate of 17,958,500 subscription receipts (the "Pelican Subscription Receipts", and together with the Ocham's Razor Subscription Receipts, the "Subscription Receipts"), each at a price of C$0.25 per Subscription Receipt. The Pelican Offering was led by Canaccord Genuity Corp. (the "Lead Agent") acting as sole lead manager and sole bookrunner, together with a syndicate of agents including Research Capital Corporation and Haywood Securities Inc. (collectively with the Lead Agent, the "Agents").
Each Pelican Subscription Receipt will, upon satisfaction or waiver of the applicable escrow release conditions (the "Escrow Release Conditions") and completion of the Transaction (as defined below) prior to the applicable escrow release deadline, automatically convert, without any further action on the part of the holder and without payment of any additional consideration, into one Pelican common share (an "Underlying Share"), which will be automatically exchanged for one common share of the resulting issuer (each, a "Resulting Issuer Share") in connection with completion of the Transaction. Each Ocham's Razor Subscription Receipt will, upon satisfaction or waiver of the applicable Escrow Release Conditions and completion of the Transaction prior to the applicable escrow release deadline, automatically convert, without any further action on the part of the holder and without payment of any additional consideration, into one common share of Ocham's Razor, which will be a Resulting Issuer Share on completion of the Transaction.
As previously disclosed, the Company's acquisition of Pelican is expected to be completed by way of a three-cornered amalgamation among Ocham's Razor, Pelican and a wholly-owned subsidiary of Ocham's Razor (the "Amalgamation"), which will result in the reverse takeover of Ocham's Razor by Pelican (the "Transaction"). The resulting issuer following completion of the Transaction (the "Resulting Issuer") is expected to be named "Pelican AI Corp." or such other name as Ocham's Razor and Pelican may determine.
Agent Compensation and Corporate Finance Fee
In connection with the closing of the Pelican Offering, Pelican paid the Agents a cash commission of C$299,051.25 (the "Agents' Fee"). In addition, Pelican issued to the Agents an aggregate of 1,165,440 compensation warrants (the "Compensation Warrants"), each of which is exercisable to purchase one Pelican common share or, following completion of the Transaction, one Resulting Issuer Share (in each case, subject to adjustment) at a price of C$0.25 for a period of 24 months following the closing date of the Pelican Offering.
Pelican also paid the Lead Agent a corporate finance fee consisting of (i) 4,499,170 Pelican common shares (the "Corporate Finance Shares") and (ii) 399,170 compensation warrants (the "Corporate Finance Warrants"), each Corporate Finance Warrant being exercisable to purchase one Pelican common share or, following completion of the Transaction, one Resulting Issuer Share (in each case, subject to adjustment) at a price of C$0.25 for a period of 24 months following the closing date of the Pelican Offering.
In connection with the Ocham's Razor Offering, the Company paid to the Lead Agent a cash commission of C$40,000 and issued 160,000 finder's warrants, each of which entitles the holder to purchase one common share of Ocham's Razor at a price of C$0.25 for a period of 36 months following the closing of the Ocham's Razor Offering.
Escrow of Proceeds
The net proceeds of the Offerings (together with any interest earned thereon) are being held in escrow by the applicable subscription receipt agent pending satisfaction or waiver of the applicable Escrow Release Conditions. In connection with the Pelican Offering, the Agents' Fee was payable on closing, and amounts escrowed are reduced by the Agents' Fee and applicable Agents' expenses in accordance with the offering documentation. Upon satisfaction or waiver of the applicable Escrow Release Conditions prior to the applicable escrow release deadline, the escrowed funds will be released to the applicable issuer, and amounts payable to the Lead Agent on behalf of the Agents in respect of permitted post-closing Agents' expenses will be released as directed in the escrow release notice delivered to the subscription receipt agent.
In the event that the applicable Escrow Release Conditions are not satisfied (or waived, to the extent permitted) prior to the applicable escrow release deadline, or if the Transaction is terminated in accordance with its terms, holders of the applicable Subscription Receipts will receive a return of their subscription funds together with their pro rata share of any interest earned thereon (less applicable withholding taxes, if any), and the applicable Subscription Receipts will be cancelled.
Use of Proceeds
The net proceeds of the Offerings are expected to be used by the Resulting Issuer for working capital and general corporate purposes.
Canadian Resale Restrictions; No Listing of Subscription Receipts
The Subscription Receipts will not be listed on any exchange and have not been approved for listing. The Subscription Receipts (and the securities issuable upon conversion thereof) will be subject to resale restrictions under applicable Canadian securities laws, including a hold period that generally restricts trading until four months and one day after the later of (i) the applicable closing date and (ii) the date the issuer becomes a reporting issuer in any province or territory.
Exchange Listing
Ocham's Razor is a reporting issuer in the Provinces of Ontario, Alberta and British Columbia. Ocham's Razor is not currently listed for trading on any stock exchange. The Company has applied to list the common shares of the Resulting Issuer on the Canadian Securities Exchange (the "CSE"), and completion of the Transaction is subject to, among other things, receiving conditional listing approval from the CSE.
Shareholder Approvals
Prior to completion of the Transaction, Ocham's Razor intends to seek the requisite shareholder approval to approve, among other things: (i) the change of its name to "Pelican AI Corp." or such other name as may be determined; (ii) the election of directors to replace the current directors of Ocham's Razor, conditional upon completion of the Transaction; (iii) the Amalgamation; (iv) the appointment of new auditors; and (v) such other matters as Pelican may reasonably request in connection with the Transaction. Pelican will convene a meeting of its shareholders for the purposes of approving the Amalgamation.
Further Information and Disclaimers
Further details of the Offerings, the Transaction and the business and operations of Pelican (including applicable financial statements) will be described in the listing application or other applicable disclosure document to be prepared in accordance with the policies of the CSE. A copy of the listing application or other applicable disclosure document will be available electronically on SEDAR+ under the Company's issuer profile in due course.
Completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all.
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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
About Ocham's Razor Capital Limited
Ocham's Razor Capital Limited is an unlisted reporting issuer and is seeking to identify and evaluate businesses or assets for a potential merger with or acquisition of such business or assets.
For additional information, please contact:
Ocham's Razor Capital Limited
Chief Executive Officer
T: 416-361-0737
E: rsuttie@marrellisupport.ca
Pelican Canada Inc.
Daren Trousdell, Executive Chairman
T: (732) 603-4990
E: daren@koatcapital.com
Forward-Looking Statements
This news release contains certain "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws, including statements relating to: the completion of the Transaction; the expected use of proceeds; the receipt of required approvals (including CSE conditional listing approval); the satisfaction or waiver of the Escrow Release Conditions; and the timing and outcome of the foregoing. Forward-looking statements are based on a number of assumptions and involve known and unknown risks and uncertainties, many of which are beyond the control of Ocham's Razor and Pelican, that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results may differ materially from those expressed or implied by forward-looking statements. Except as required by applicable securities laws, Ocham's Razor and Pelican disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290383
Source: Ocham's Razor Capital Limited
