Star Metro - Pelican AI Corp. Completes Reverse Takeover Transaction

The Transaction

The Transaction was completed by way of a three-cornered amalgamation, pursuant to which 1001547436 Ontario Inc., a wholly-owned Ontario subsidiary of ORCL, amalgamated with PCI under the Business Corporations Act (Ontario), and the corporation resulting from that amalgamation became a wholly-owned subsidiary of the Resulting Issuer. Under the amalgamation, holders of common shares of PCI received one Resulting Issuer Share (as defined below) for each common share of PCI held immediately prior to the Transaction. In connection with the Transaction, ORCL completed a consolidation of its common shares on a 4.6166:1 basis (the "Consolidation") and changed its name from "Ocham's Razor Capital Limited" to "Pelican AI Corp." by filing a notice of alteration under the Business Corporations Act (British Columbia), and will carry on the business previously conducted by the Pelican Group. Unless otherwise indicated, all share numbers in this news release are presented on a post-Consolidation basis.

On completion of the Transaction, the Resulting Issuer has 121,368,384 common shares (the "Resulting Issuer Shares") issued and outstanding on a non-diluted basis, comprised of: (i) 1,680,000 Resulting Issuer Shares held by persons who held common shares of ORCL ("ORCL Shares") immediately before completion of the Transaction; (ii) 2,320,000 Resulting Issuer Shares issued in settlement of liabilities and payments owing by ORCL prior to the Transaction; (iii) 2,000,000 Resulting Issuer Shares issued on conversion of the ORCL Subscription Receipts; (iv) 76,056,326 Resulting Issuer Shares issued in exchange for the common shares of PCI ("PCI Shares") outstanding immediately prior to the Transaction, including 420,051 PCI Shares issued on the exercise of broker warrants of PCI prior to the Transaction; (v) 17,958,500 Resulting Issuer Shares issued in exchange for the PCI Shares issued on conversion of the PCI Subscription Receipts; (vi) 8,232,897 Resulting Issuer Shares issued in exchange for the PCI Shares issued on conversion of vested restricted share units of PCI; (vii) 4,500,000 Resulting Issuer Shares issued in exchange for the PCI Shares issued in settlement of a convertible note obligation of PCI; (viii) 4,121,491 Resulting Issuer Shares in connection with debt conversion agreements of PCI; and (ix) 4,499,170 Resulting Issuer Shares issued to the Agents (as defined below) in connection with the Financings (as defined below). In addition, following closing and prior to listing, the Resulting Issuer has 1,600,000 options, 1,500,000 restricted share units, 1,564,610 warrants issued to the Agents under the Financings (the "Agents' Warrants") and 160,000 finder's warrants outstanding.

Subscription Receipt Financing - Escrow Release and Conversion

In connection with the Transaction, PCI completed a brokered private placement of subscription receipts (the "PCI Subscription Receipts") at a price of C$0.25 per PCI Subscription Receipt, with Canaccord Genuity Corp. acting as lead agent, together with Research Capital Corporation and Haywood Securities Inc. (collectively, the "Agents"). Concurrently, ORCL completed a non-brokered private placement of subscription receipts (the "ORCL Subscription Receipts" and, together with the PCI Subscription Receipts, the "Subscription Receipts") at a price of C$0.25 per ORCL Subscription Receipt. The two private placements are referred to collectively in this news release as the "Financings". An aggregate of 19,958,500 Subscription Receipts were issued for aggregate gross proceeds of C$4,989,625, comprised of: (i) 17,958,500 PCI Subscription Receipts issued under the brokered tranche for gross proceeds of C$4,489,625; and (ii) 2,000,000 ORCL Subscription Receipts for gross proceeds of C$500,000. Endeavor Trust Corporation acted as subscription receipt agent and escrow agent in respect of the gross proceeds of the Financings.

In consideration for their services in connection with the Financings, the Agents received aggregate cash commissions of C$299,051.25. The Agents also received an aggregate of 1,564,610 Agents' Warrants, comprised of (i) 1,165,440 compensation warrants and (ii) 399,170 corporate finance fee warrants, along with the Resulting Issuer Shares described above. Each Agents' Warrant entitles the holder to acquire one Resulting Issuer Share at an exercise price of C$0.25 until March 26, 2028.

Upon satisfaction of the escrow release conditions, including completion of the Transaction, the escrowed proceeds of the Financings were released. In accordance with the terms of the applicable subscription receipt agreements, and without payment of additional consideration or further action on the part of the holders: (i) each of the 17,958,500 PCI Subscription Receipts was converted into one PCI Share, which PCI Share was then exchanged for one Resulting Issuer Share under the amalgamation; and (ii) each of the 2,000,000 ORCL Subscription Receipts was converted into one Resulting Issuer Share.

Escrowed Securities and Resale Restrictions

An aggregate of 25,153,967 Resulting Issuer Shares and 450,000 stock options of the Resulting Issuer held by principals of the Resulting Issuer are held in escrow pursuant to an escrow agreement dated August 27, 2026 among the Resulting Issuer, Endeavor Trust Corporation, as escrow agent, and the securityholders party thereto, entered into in accordance with National Policy 46-201 - Escrow for Initial Public Offerings and the requirements of the CSE. The Resulting Issuer is an emerging issuer for the purposes of National Policy 46-201 and, accordingly, 10% of the escrowed securities will be released on the date the Resulting Issuer Shares are listed on the CSE, with the balance to be released in six equal tranches of 15% at six-month intervals thereafter, such that all escrowed securities will have been released 36 months after the listing date. Any Resulting Issuer Shares issued on the exercise of escrowed stock options prior to the final release date will remain subject to escrow on the same terms.

In addition to the escrow requirements described above, all securities of the Resulting Issuer held on completion of the Transaction by management, directors and principal shareholders of the Resulting Issuer are subject to contractual resale restrictions required by the CSE as a condition of the listing (the "Additional Resale Restrictions"). The Additional Resale Restrictions extend beyond the escrow requirements otherwise applicable to those securities and are separate from, and in addition to, the escrow requirements under National Policy 46-201 described above. The Additional Resale Restrictions will terminate upon the earliest of: (i) the final resolution of the receivership application and the United States proceedings described under "Litigation Disclosure" below; (ii) the date on which the Resulting Issuer Shares cease to be listed on the CSE and are concurrently listed and posted for trading on the Toronto Stock Exchange, Cboe Canada, Nasdaq, the New York Stock Exchange or another exchange acceptable to the CSE, provided that any resale restrictions required by that exchange have been implemented; (iii) the completion of a business combination pursuant to which the securities subject to the Additional Resale Restrictions are exchanged for securities of a successor issuer listed on one of the foregoing exchanges, subject to any restrictions required by the successor exchange; and (iv) such earlier date as the CSE may approve in writing.

Listing Statement and Listing

The Resulting Issuer's CSE Form 2A Listing Statement has been filed and is available under the Resulting Issuer's profile on SEDAR+ at www.sedarplus.ca. The CSE granted conditional approval of the listing, and listing of the Resulting Issuer Shares remains subject to the satisfaction of the CSE's standard listing conditions. It is expected that the Resulting Issuer Shares will be listed and posted for trading on the CSE under the symbol "PEL". A further news release will be issued once a date for the commencement of trading on the CSE has been confirmed.

Transfer Agent and Auditor

The Resulting Issuer is served by Endeavor Trust Corporation as transfer agent for the Resulting Issuer Shares, and the Resulting Issuer's auditor is MNP LLP following closing of the Transaction. The financial year end of the Resulting Issuer is December 31.

Management and Board of the Resulting Issuer

On completion of the Transaction, each of the former directors and officers of ORCL resigned and the management and board of the Resulting Issuer were reconstituted. Nino Di Teodoro serves as Chief Executive Officer, Winfield Ding serves as Chief Financial Officer and Corporate Secretary, and Daren Trousdell serves as Executive Chairman and a director. The board of directors of the Resulting Issuer is comprised of Mr. Trousdell, John Adamovich, John Desmond and Marcel van der Wal. Mr. Adamovich serves as Chairman of the board of directors, a position distinct from Mr. Trousdell's role as Executive Chairman.

Nino Di Teodoro - Chief Executive Officer. Mr. Di Teodoro has more than two decades of senior leadership experience in financial services, payments, financial crime compliance, product strategy, digital banking and fraud management. Prior to joining the Pelican Group, he served as Vice President at Symcor, where he led business process optimization and the fraud and financial crimes product lines, and previously held senior roles at Central 1 Credit Union, Meridian Credit Union, Thales, TD Bank Group, Citi Cards Canada and CIBC. Mr. Di Teodoro holds an MBA from the Richard Ivey School of Business at the University of Western Ontario and is a Certified Financial Planner (CFP).

Winfield Ding - Chief Financial Officer and Corporate Secretary. Mr. Ding is a Chartered Professional Accountant (CPA, CA) in Ontario with more than 20 years of experience in audit, taxation, financial reporting and cross-border advisory work. He has served as chief financial officer and as a director of a number of Canadian and U.S. public companies, including in connection with initial public offerings and reverse takeover transactions on the TSX Venture Exchange. Mr. Ding holds an MBA from the Chinese University of Hong Kong and provides his services to the Resulting Issuer through Oriental Sources Inc.

Daren Trousdell - Executive Chairman and Director. Mr. Trousdell is Managing Partner of KOAT Holdings LLC and KOAT Capital LLC and has approximately 20 years of experience founding, growing and exiting technology companies. He served as Chief Executive Officer of NowVertical Group Inc. (TSXV) from August 2019 to June 2023 and as a director of Clip Money Inc. (TSXV) from May 2022 to December 2024 and has extensive global mergers and acquisitions experience across deal origination, execution and integration.

John Adamovich - Director and Chairman of the Board. Mr. Adamovich is an independent director with more than 40 years of experience in senior financial roles, including as chief financial officer of Pall Corporation (NYSE), Aeroflex Holding Corporation (NYSE) and NowVertical Group Inc. (TSXV), as a director of Voxx International Corporation (NASDAQ) from October 2016 to March 2025, NowVertical Group Inc. and Delta Financial Corporation (AMEX), and as an SEC reviewing partner at KPMG LLP. He is a certified public accountant in the State of New York.

John Desmond - Director and Chair of the Audit Committee. Mr. Desmond is an independent director with over 40 years of experience in public accounting, serving mid-cap public and private equity-backed companies across the manufacturing, banking and technology sectors. He was previously Partner-in-Charge and Senior Audit Partner of Grant Thornton LLP (New York and Long Island) and has served on the boards of Clip Money Inc. (TSXV), MusclePharm Corporation, The First of Long Island Corporation (NASDAQ), Spirit of America Investment Fund Inc. and Nassau Health Care Corporation. He is a certified public accountant in the State of New York.

Marcel van der Wal - Director. Mr. van der Wal is an independent director who co-founded Rorke Data, a global high-performance computing hardware, software and services business sold to Bell Micro in 1999. He held senior roles with Citigroup and its affiliates from 2000 to 2010, including as Director, Europe of i-flex Solutions Limited, which was renamed Oracle Financial Services Software Limited following its acquisition by Oracle Corporation. He was subsequently with Temenos core banking software from 2010 to 2014, and served as a partner focused on software, technology and business domain expertise at private equity firm Quadrum Capital from 2014 to 2020. He served as Chief Revenue Officer, Chief Operating Officer and a board member of Ace Software Solutions Limited in 2019 and 2020, was previously a director of ViaData, and has been accredited by the Dutch central bank as a board member of an EU-regulated payments company since December 2024.

The Audit Committee of the Resulting Issuer is comprised of Mr. Desmond (Chair), Mr. Adamovich and Mr. van der Wal. Each of Messrs. Adamovich, Desmond and van der Wal is independent and financially literate within the meaning of National Instrument 52-110 - Audit Committees. The Corporate Governance and Compensation Committee is comprised of Mr. Adamovich (Chair), Mr. Desmond and Mr. van der Wal, each of whom is independent within the meaning of National Instrument 52-110. Each director holds office until the first annual meeting of shareholders of the Resulting Issuer following closing of the Transaction or until his successor is duly elected or appointed.

Early Warning Report

In connection with the completion of the Transaction on August 27, 2026, KOAT Holdings Canada Inc. ("KOAT"), a corporation existing under the laws of Ontario, acquired ownership of, and control and direction over, 21,913,398 Resulting Issuer Shares issued from treasury, representing approximately 18.05% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis and on a partially diluted basis (based on 121,368,384 Resulting Issuer Shares issued and outstanding immediately following completion of the Transaction). The Resulting Issuer Shares were issued to KOAT in exchange for the 21,913,398 PCI Shares held by KOAT immediately prior to the Transaction, pursuant to the share exchange effected under the three-cornered amalgamation, and not through the facilities of any stock exchange or other marketplace. Based on the deemed price of C$0.25 per Resulting Issuer Share, the aggregate deemed value of the securities acquired was C$5,478,349.50. No cash consideration was paid by KOAT.

Daren Trousdell, the Executive Chairman and a director of the Resulting Issuer, is the sole director, officer and beneficial shareholder of KOAT and, as a result, may be considered to be acting jointly or in concert with KOAT in respect of the Resulting Issuer Shares. Immediately prior to completion of the Transaction, neither KOAT nor Mr. Trousdell beneficially owned, or exercised control or direction over, any securities of ORCL. Immediately following completion of the Transaction, KOAT and Mr. Trousdell beneficially own, or exercise control or direction over, an aggregate of 21,913,398 Resulting Issuer Shares, representing approximately 18.05% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis and a partially diluted basis. The Resulting Issuer Shares acquired by KOAT are subject to escrow and to contractual resale restrictions, as described under "Escrowed Securities and Resale Restrictions" above.

The Resulting Issuer Shares were acquired for investment purposes in connection with the completion of the Transaction. Depending on market and other conditions, applicable securities laws and the terms of applicable escrow and contractual resale restrictions, KOAT and Mr. Trousdell may from time to time acquire additional securities of the Resulting Issuer, dispose of securities of the Resulting Issuer, or continue to hold the securities they own or control, whether through the facilities of the CSE following the listing of the Resulting Issuer Shares, by privately negotiated transactions or otherwise.

This portion of the news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed containing additional information in respect of the foregoing matters. A copy of the early warning report will be filed under the Resulting Issuer's profile on SEDAR+ at www.sedarplus.ca and may be obtained by contacting Daren Trousdell of KOAT, at its head office located at 3404-15 Mercer Ave., Toronto, ON M5V 1H2, at 732-603-4990 or [email protected]. The records office of the Resulting Issuer is located at Suite 3606 - 833 Seymour Street, Vancouver, British Columbia V6B 0G4.

About Pelican AI Corp.

The Pelican Group specializes in AI-driven solutions for payment processing and financial crime compliance. With over 25 years of experience, the Pelican Group 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, the Pelican Group has processed more than one billion transactions across various payment types and global banking standards.

Litigation Disclosure

PCI is involved in ongoing litigation with Parth Desai, the former chief executive officer of PCI's subsidiary, Ace Software Solutions Inc., and his affiliates in the United States, and an application commenced in Ontario seeking the appointment of a receiver over PCI. PCI denies the allegations made against it, has asserted counterclaims in the United States proceedings and intends to defend the proceedings vigorously. No receiver has been appointed as of the date of this news release. Although PCI believes that it has valid defences and claims, litigation outcomes are inherently uncertain, and the proceedings could adversely affect PCI, the Resulting Issuer and the value of its securities. Further information regarding the proceedings, PCI's position and its counterclaims is provided under "Item 23 - Legal Proceedings and Regulatory Actions" and "Item 21 - Risk Factors" in the CSE Form 2A Listing Statement of the Resulting Issuer, which has been filed on SEDAR+ at www.sedarplus.ca. Readers should review that disclosure before making an investment decision.

For further information, please contact:

Pelican AI Corp.
Daren Trousdell
Executive Chairman and Director
T: 732-603-4990
E: [email protected]

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements regarding the anticipated listing and commencement of trading of the Resulting Issuer Shares on the CSE under the symbol "PEL", the satisfaction of the CSE's listing conditions, the anticipated use of the proceeds of the Financings released from escrow, the release of securities from escrow in accordance with the escrow agreement, the terms and termination of the Additional Resale Restrictions, the Resulting Issuer's business plans and objectives, and the status and potential outcomes of the disclosed litigation. Forward-looking information is based on a number of material factors and assumptions, including that the Resulting Issuer will satisfy the remaining listing conditions of the CSE within the anticipated timeframe; that the CSE will grant final listing approval; that the proceeds of the Financings will be applied substantially as currently intended; that the Pelican Group will be successful in defending the disclosed proceedings and that no receiver will be appointed; that the Resulting Issuer will be able to retain its key personnel and customers; that the Resulting Issuer will have access to capital on acceptable terms as required; and that there will be no material adverse change in general economic, market, competitive or regulatory conditions. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including the risk that final CSE approval may not be obtained, the risks associated with the disclosed litigation, general economic and market factors, competition, and the other risks described in the Resulting Issuer's public disclosure documents available on SEDAR+. Readers are cautioned not to place undue reliance on forward-looking information. The Resulting Issuer disclaims any obligation to update forward-looking information except as required by law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referred to in this news release 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, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

SOURCE: Ocham's Razor Capital Limited

View the original press release on ACCESS Newswire

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