CleanTech and Oracle Amend Royalty Agreement to Include Quarant Fluorspar Project in Kentucky Fluorspar District

Rhea-AI Summary

CleanTech (OTCQB: CTVFF) and Oracle amended their August 2025 net smelter return royalty to add the Quarant Fluorspar Project in Kentucky, effective October 2, 2025. Oracle is entitled to a 2% NSR on minerals from the covered properties, subject to a US$6 per tonne minimum. Oracle agreed to make non-refundable Matching Payments equal to 20% of cash USF paid or will pay to property vendors, payable only after USF makes actual cash payments. For Quarant specifically, Oracle will pay 20% of US$210,000 over two years (scheduled per the October 8, 2025 acquisition release). If Oracle fails to make a required Matching Payment within 30 days of a bona fide request, the royalty agreement may terminate. Oracle holds 42,799,502 CleanTech shares and the parties will rely on MI 61-101 exemptions.

Positive

• Includes Quarant Fluorspar Project under the royalty agreement
• Oracle entitled to a 2% net smelter return royalty
• Minimum royalty floor of US$6 per tonne protects revenue
• Oracle agreed to Matching Payments equal to 20% of vendor cash payments
• Quarant payment obligation: 20% of US$210,000 payable over 2 years

Negative

• Oracle is a control person holding 42,799,502 shares (related‑party transaction)
• CleanTech and Oracle intend to rely on MI 61‑101 exemptions (no formal valuation/minority approval)
• Royalty agreement may terminate if Oracle fails to make a Matching Payment within 30 days

Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") and Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle") announce that U.S. Fluorspar LLC ("USF"), CleanTech's wholly owned subsidiary, and Oracle have executed a second amending agreement effective October 2, 2025 (the "Second Amending Agreement") to the net smelter return royalty agreement dated August 11, 2025, as amended August 27, 2025 (the "Royalty Agreement").

The Second Amending Agreement expands the Royalty Agreement to include the Quarant Fluorspar Project in Kentucky, operated by USF.

Under the Royalty Agreement, as amended, Oracle is entitled to a 2% net smelter return royalty on minerals produced and sold from the properties included in the Royalty Agreement (the "Properties"), subject to a minimum of US$6 per tonne of minerals sold.

In consideration, Oracle has agreed to pay USF, upon TSX Venture Exchange ("TSXV") approval of the Royalty Agreement and the Second Amending Agreement, non-refundable cash payments equal to 20% of the cash consideration that USF has paid, pays, or will pay to the vendors to acquire the Properties under various agreements (the "Matching Payments"). For clarity, Oracle is only required to make Matching Payments once USF has made actual cash payments to the vendors. Failure by Oracle to make a valid Matching Payment within 30 days of a bona fide request from USF will result in termination of the Royalty Agreement.

In the case of Quarant Fluorspar Project, Oracle will pay USF 20% of US$210,000 over 2 years. The schedule of payments is detailed in CleanTech's Quarant acquisition news release dated October 8, 2025.

The full terms of the Royalty Agreement, as amended, are set out in the Company's news releases dated August 12, 2025 and August 29, 2025.

Oracle is a control person of CleanTech, holding 42,799,502 common shares of CleanTech. As such, CleanTech and Oracle are related parties to each other within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). CleanTech and Oracle each intend to rely on available exemptions from the formal valuation and minority approval requirements of MI 61-101 (and Policy 5.9 of the TSXV).

About CleanTech Vanadium Mining Corp.

CleanTech is a mining company focused on critical mineral resources in the USA. The Company has an option to acquire 15,975 acres of mineral rights with historic Fluorspar resources across multiple projects in the Illinois-Kentucky Fluorspar District. CleanTech also owns a 100% interest in the Gibellini Vanadium Mine Project in Nevada.

Further information on CleanTech can be found at www.cleantechvanadium.com.

ON BEHALF OF THE BOARD

"John Lee"
CEO and Director

For more information about CleanTech, please contact:
Phone: 1.877.664.2535
info@cleantechvanadium.com
www.cleantechvanadium.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Such forward-looking information, which reflects management's expectations regarding CleanTech's future growth, results of operations, performance, business prospects and opportunities, is based on certain factors and assumptions and involves 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 information. Forward-looking information in this news releases includes but is not limited to closing of the Royalty Agreement and the Second Amending Agreement and Oracle making any Matching Payments under the Royalty Agreement.

Forward-looking statements are based on the opinions and estimates of management of CleanTech at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of CleanTech, there is no assurance they will prove to be correct and are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee 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 information, including but not limited to: changes in operating plans; ability to secure sufficient financing to advance the Company's project; conditions impacting the Company's ability to mine at the project, such as unfavorable weather conditions, development of a mine plan, maintaining existing permits and receiving any new permits required for the project, and other conditions impacting mining generally; maintaining cordial business relations with strategic partners and contractual counter-parties; meeting regulatory requirements and changes thereto; risks inherent to mineral resource estimation, including uncertainty as to whether mineral resources will be further developed into mineral reserves; political risk in the jurisdictions where the Company's projects are located; commodity price variation; and general market, industry and economic conditions. Additional risk factors are set out in the Company's latest annual and interim management's discussion and analysis and annual information form (AIF), available on SEDAR+ at www.sedarplus.ca.

Forward-looking information is 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 information 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 information 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/269632

FAQ

What change did CleanTech announce on October 8, 2025 for CTVFF?

CleanTech amended its royalty agreement to add the Quarant Fluorspar Project and update Matching Payment terms, effective October 2, 2025.

What royalty does Oracle receive under the amended agreement for CTVFF properties?

Oracle is entitled to a 2% net smelter return (NSR) on minerals produced and sold from the covered properties.

What is the minimum royalty per tonne in the CTVFF agreement?

The royalty is subject to a minimum of US$6 per tonne of minerals sold.

How do the Matching Payments for the Quarant project work for CTVFF?

Oracle will pay 20% of US$210,000 to USF over two years, payable after USF makes the underlying cash vendor payments.

Does the CTVFF amendment create any related‑party issues for investors?

Yes. Oracle is a control person holding 42,799,502 shares, and the companies will rely on MI 61‑101 exemptions for the transaction.

What happens if Oracle fails to make a required Matching Payment under the CTVFF deal?

Failure to make a valid Matching Payment within 30 days of a bona fide request from USF will result in termination of the royalty agreement.