Star Metro - Ocham's Razor Capital Limited Announces Reverse Takeover Transaction With Pelican Canada Inc. and Brokered Financing

TORONTO, ON / ACCESS Newswire / February 23, 2026 / Ocham's Razor Capital Limited ("ORCL" or the "Company") and Pelican Canada Inc. ("Pelican") are pleased to jointly announce that they have entered into a definitive business combination agreement dated February 20, 2026 (the "Business Combination Agreement") pursuant to which, among other things, the Company and Pelican will complete a business combination transaction which will result in the reverse takeover of the Company by Pelican (the "Transaction"), subject to the satisfaction of certain conditions, including receipt of all necessary approvals.

In connection with the Transaction, Pelican is launching a brokered private placement of subscription receipts (each, a "Subscription Receipt") at a price of C$0.25 per Subscription Receipt for total gross proceeds of up to C$5,000,000, or such greater amount as Pelican and the Lead Agent (as defined below) may jointly determine (the "Offering").

Canaccord Genuity Corp. (the "Lead Agent") is acting as sole lead manager and sole bookrunner in connection with the Offering, together with a syndicate of agents including Research Capital Corporation ("Research Capital") and Haywood Securities Inc. ("Haywood" and together with Research Capital and the Lead Agent, the "Agents").

Summary of the Transaction

The Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with the Company acquiring all of the common shares in the capital of Pelican ("Pelican Shares"). The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice.

The resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will change its business to the current business of Pelican.

Description of Pelican and its Business

Pelican specializes in providing AI-driven solutions for payment processing and financial crime compliance. With over 25 years of experience, Pelican leverages artificial intelligence, machine learning, and natural language processing to support banks, fintech companies, and corporations in managing payments and ensuring regulatory compliance. Operating in over 55 countries, Pelican has processed more than one billion transactions, encompassing various payment types and global banking standards.

Share Adjustment and Exchange of Securities

Prior to closing the Transaction, the Company will complete a consolidation of its issued and outstanding common shares on the basis of 4.6166 pre-consolidation common shares being exchanged for one common share of ORCL following consolidation (the "Consolidation"). In addition, the Company anticipates issuing common shares to settle its liabilities prior to the closing of the Transaction, resulting in a total of 4,000,000 common shares being issued and outstanding following the consolidation and issue of common shares for the settlement of liabilities, immediately prior to closing the Transaction.

Pursuant to the terms of the Business Combination Agreement, upon closing of the Transaction, the holders of the issued and outstanding Pelican Shares will be issued one (1) common share of the Resulting Issuer in exchange for every one (1) Pelican Share held immediately prior to the closing of the Transaction.

ORCL Shareholder Approvals

Prior to the closing of the Transaction, ORCL intends to diligently seek requisite shareholder approval by written consent (the "ORCL Shareholder Approval") to approve, among other things, (i) a change of its name to "PelicanAI Corp." or such other name as may be requested by Pelican and acceptable to the regulators (the "Name Change"); (ii) the election of nominees of Pelican (the "Pelican Nominees") to the board of directors of the Resulting Issuer conditional upon the completion of the Transaction; (iii) the Transaction or a component thereof (as may be required or as appropriate in lieu of one or more of the foregoing); (iv) the appointment of new auditors; (v) the Consolidation; and (vi) such other matters as Pelican may reasonably request in connection with the Transaction.

The Offering

The Offering is being undertaken in anticipation of the Transaction.

Completion of the Transaction is subject to a number of conditions, which include, among others, receipt of all necessary board, shareholder and regulatory approvals, including the conditional approval of the listing of the common shares of the Resulting Issuer on the Canadian Securities Exchange ("Exchange"). The Company and Pelican will be making an application to list the common shares of the Resulting Issuer on the Exchange. There is no assurance that the Exchange will approve the application.

The closing date of the Offering (the "Offering Closing Date") is expected to occur on or about March 5, 2026.

Upon the satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt will be automatically exchanged, without payment of any additional consideration and without further action on the part of the holder thereof, into one Pelican Share. On closing of the Transaction, each Pelican Share will be exchanged for one common share of the Resulting Issuer. As a result of the Transaction, the common shares of the Resulting Issuer issued to former holders of Subscription Receipts are anticipated to be free-trading, subject to applicable securities laws.

On the Offering Closing Date, the gross proceeds from the Offering, less the cash commission payable to the Agents and the reasonable costs and expenses of the Agents payable by Pelican (collectively the "Escrowed Funds") will be delivered to and held by an escrow agent mutually acceptable to Pelican and the Lead Agent (the "Escrow Agent"). The Escrowed Funds will be subject to customary escrow release conditions (the "Escrow Release Conditions"), including, among other things, the satisfaction or waiver of the conditions precedent to the completion of the Transaction, upon satisfaction of which, the Escrowed Funds (less any remaining expenses of the Agents) will be released to Pelican.

In the event that the Escrow Release Conditions are not satisfied prior to 11:59 p.m. (Toronto time) on the date that is 180 days after the Offering Closing Date or such later date as Pelican and the Agents may agree (the "Escrow Deadline"), the Escrow Agent will return to holders of Subscription Receipts an amount equal to the aggregate issue price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. To the extent that the Escrowed Funds are insufficient to pay such amounts to the holders of the Subscription Receipts, Pelican will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.

The net proceeds of the Offering, when released to Pelican, will be used for working capital and general corporate purposes.

Closing Conditions

In addition to the completion of matters discussed herein, the completion of the Transaction is subject to a number of customary conditions, including: (i) receipt of all required consents or approvals, including approval of the Exchange; (ii) completion of the Transaction on or before June 30, 2026, or such other date as may be agreed upon by the parties; (iii) no prohibition at law existing for completion of the Transaction; (iv) escrow agreements being entered into pursuant to the policies of the Exchange; (v) approval of the Transaction and all matters related thereto required to be approved by the shareholders of ORCL and Pelican; (vi) the representations and warranties of each of ORCL and Pelican being true and correct as of the date of the closing of the Transaction; and (vii) no material adverse change of each of ORCL and Pelican.

Management and Board of the Resulting Issuer

Upon the closing of the Transaction, all of ORCL's current directors and executive officers will resign and the board of directors and executive officers of the Resulting Issuer will be comprised of the nominees of Pelican. It is anticipated that the following persons will serve as the officers and directors of the Resulting Issuer:

Shasha Grujicic - Chief Executive Officer

Mr. Grujicic is the former CEO of NowVertical Group Inc., listed on the TSX-V as "NOW". He previously acted as Chief Strategy Officer, of 1QBit Advanced Quantum Computing, a privately held corporation based in Vancouver, British Columbia. Prior to that, Mr. Grujicic was Chief Strategy and Digital Officer of Dentsu Aegis Network, a subsidiary of the Dentsu Group Inc., listed on the Tokyo Stock Exchange, where he was responsible for running product and service development delivery, M&A integration, financial and operational oversight and business development.

Winfield Ding - Chief Financial Officer

Mr. Ding is a Canadian Chartered Professional Accountant (CPA, CA) and senior finance executive with more than 20 years of experience across audit, taxation, financial reporting, and cross border advisory work. He has served as CFO and director for multiple Canadian and U.S. public companies and has played key roles in IPO and RTO transactions on the TSX Venture Exchange. Mr. Ding is recognized for his expertise in public issuer financial reporting, complex cross border structuring, and supporting foreign investors operating in Canada. He holds an MBA from the Chinese University of Hong Kong and is a Chartered Professional Accountant in Ontario.

Daren Trousdell - Executive Chairman, Director

Mr. Trousdell is a serial entrepreneur with 20 years of experience in founding, growing, and exiting technology companies, including NowVertical Group (TSXV:NOW) and Clip Money Inc. (CSE:CLIP). Mr. Trousdell has extensive global M&A experience, handling deals valued from $5 million to over $400 million on both buy and sell sides, covering deal origination, execution, and integration. He previously founded and sold Mindblossom, a digital media and technology agency, to Dentsu Aegis Network, later leading North American client strategy and corporate development for the group.

John Desmond - Director, Chair of the Audit Committee

Mr. Desmond is an independent director at Pelican. He has over 40 years in public accounting, serving mid-cap public and private equity-backed companies across industries including manufacturing, banking, and technology. He was previously the Partner-in-Charge and Senior Audit Partner, Grant Thornton LLP (New York & Long Island), and is a current board member of The First National Bank of Long Is-land, Theodore Roosevelt Council, and the Boy Scouts of America.

John Adamovich - Director

Mr. Adamovich is an independent director at Pelican. He is a public company CFO with over 30 years experience in senior public accounting as a senior partner at KPMG LLP, and is the former CFO of Aeroflex Holding Corporation (NYSE), Pall Corporation (NYSE), and Cablevision.

Marcel Van Der Wal - Director

Mr. Van Der Wal is an independent director at Pelican. He is the former Chief Revenue Officer, COO, and board member at Ace Software Solutions Limited. He was previously a director at ViaData, spearheading its transition to an "As a Service" business model and overseeing market leadership in the Dutch housing corporation sector. He is currently a partner at Quadrum Capital, focusing on private equity investments, management buyouts, and business growth strategies.

Further Information

Further details about the proposed Transaction, the Offering and the Resulting Issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that any information released or received with respect to the Transaction in this news release may not be complete and should not be relied upon. A copy of the disclosure document will be available electronically on SEDAR+ under the Company's issuer profile in due course.

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 to be issued in connection with the Transaction 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.

Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Exchange 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 Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) 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 searching for businesses or assets to merge with or acquire.

For additional information, please contact:

Ocham's Razor Capital Limited
Robert Suttie, Chief Executive Officer
T: 416-361-0737
E: [email protected]

Pelican Canada Inc.
Daren Trousdell, Director
T:732-603-4990
E: [email protected]

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION

This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.

Generally, such forward-looking information or forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; the terms of the proposed Offering; the Name Change; the Consolidation; the current business of Pelican; the business and operations of the Company and Pelican following the closing of the Transaction; and expected directors and officers of the Resulting Issuer following the closing of the Transaction and the ability of the Resulting Issuer to fulfill the listing requirements of the Exchange and receiving the Exchange's approval. Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company's ability to continue as a going concern; the Company's ability to finance the completion of the proposed Transaction; the Company's ability to complete the Transaction, including the Name Change and Consolidation, and risks associated with the ability of the Resulting Issuer to fulfil the listing requirements of the Exchange.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder, third party or regulatory approvals, including the approval of the Exchange; the risk that the Exchange may not approve the Transaction; the Company's inability to complete the Transaction; that factors may occur which impede or prevent Pelican's future business plans; and other factors beyond the control of the Company and Pelican. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward- looking statements and information contained in this news release. The terms and conditions of the Transaction and the Offering may change based on the receipt of tax, corporate and securities law advice for each of the parties.

Except as required by law, the Company and Pelican assume no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

SOURCE: Ocham's Razor Capital Limited

View the original press release on ACCESS Newswire

W.Fortin--SMC