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CleanTech Announces $1.56 Million Non-Brokered Private Placement

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private placement

CleanTech Vanadium Mining (OTCQB: CTVFF) announced a non-brokered private placement of up to $1.56 million, issuing up to 12,000,000 units at $0.13 each. Each unit includes one share and a three-year warrant exercisable at $0.18.

Insiders may subscribe for up to 3,000,000 units, including Oracle Commodity Holding taking 1,000,000 units. Oracle would then own 43,799,502 shares plus 2,737,857 warrants. The financing is subject to TSX Venture Exchange approval, with securities under a four-month-and-one-day hold. Proceeds are for general corporate purposes.

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AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

  • Non-brokered private placement of up to $1.56 million in gross proceeds
  • Issuance of up to 12,000,000 units at $0.13 per unit
  • Insiders subscribing for up to 3,000,000 units or $390,000
  • Oracle participating for 1,000,000 units or $130,000 in the offering

Negative

  • Potential dilution from issuing up to 12,000,000 new shares
  • Additional dilution potential from 12,000,000 warrants exercisable at $0.18
  • Offering completion remains subject to TSX Venture Exchange approval
  • All securities subject to a four-month-and-one-day resale restriction

News Market Reaction – CTVFF

+0.32%
+0.32% News Effect

On the day this news was published, CTVFF gained 0.32%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - June 16, 2026) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") is pleased to announce a non-brokered private placement (the "Offering") to raise gross proceeds of up to $1,560,000 through the sale of up to 12,000,000 units (the "Units") at a price of $0.13 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") entitling the holder to purchase one additional Share at a price of $0.18 per Share for a period of three (3) years from the date of issuance.

Insiders of the Company (the "Insiders") will be subscribing for up to 3,000,000 Units for gross proceeds of up to $390,000. The issuance of Units to the Insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

As part of this insider participation, Oracle Commodity Holding Corp. ("Oracle"), an insider and control person of the Company, has agreed to subscribe for 1,000,000 Units for gross proceeds of $130,000 under the Offering. Prior to the closing of the Offering, Oracle held 42,799,502 common shares of the Company, representing approximately 28.28% of the issued and outstanding common shares. Upon closing of the Offering, Oracle will hold 43,799,502 common shares and a total of 2,737,857 common share purchase warrants (inclusive of 1,737,857 warrants held prior to the Offering), representing approximately 26.82% of the issued and outstanding common shares of the Company on an undiluted basis, and approximately 28.02% on a partially diluted basis, assuming the exercise of all warrants held by Oracle.

The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the "related-party transactions" under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating Insiders nor the consideration to be paid by such Insiders is anticipated to exceed 25 percent of the Company's market capitalization. The Company will file a material change report in respect of the related party transaction.

The Company may elect to pay finders' fees to certain eligible finders in accordance with the policies of the TSX Venture Exchange.

The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The securities issued under the Offering, including any Finder's Units, will be subject to a regulatory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

The Company intends to use the net proceeds of the Offering for general corporate purposes.

About CleanTech Vanadium Mining Corp.

CleanTech is a mining company focused on discovering, producing, and supplying critical mineral resources from within and to the United States. The Company has an option to acquire more than 17,550 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.cleantechctv.com.

CLEANTECH VANADIUM MINING CORP.

ON BEHALF OF THE BOARD

"John Lee"
Chief Executive Officer

For more information about CleanTech, please contact:

Phone: 1.877.664.2535
Email: info@cleantechvanadium.com

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

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release, including statements which may contain words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management's expectations regarding CleanTech's future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve 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 statements. Forward-looking information in this news release include the expected gross proceeds of the Private Placement, use of proceeds raised from the Private Placement, and the participation and by certain insiders who are directors of the Company in the Private Placement and the amount of such participation.

Forward-looking statements involve significant risks and uncertainties, and should not be read as guarantees 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 statements, including but not limited to: market conditions and investor sentiment; changes in business plans; ability to secure sufficient financing to advance the Company's investment business; and general market and economic conditions. Additional risk factors are set out in the Company's latest annual and interim management's discussion and analysis, available on SEDAR at www.sedarplus.ca.

Forward-looking statements are 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 statements 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 statements 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/301704

FAQ

What are the key terms of the June 2026 CleanTech (OTCQB: CTVFF) private placement?

CleanTech plans a non-brokered private placement of up to $1.56 million through 12,000,000 units at $0.13. According to the company, each unit includes one common share and one three-year warrant exercisable at $0.18 per share.

How many units will CleanTech (CTVFF) issue and what proceeds are expected from the offering?

CleanTech aims to issue up to 12,000,000 units for gross proceeds of up to $1,560,000. According to the company, each unit is priced at $0.13 and includes one share plus a warrant exercisable at $0.18 for three years.

How are insiders, including Oracle, participating in the June 2026 CTVFF private placement?

Insiders are expected to subscribe for up to 3,000,000 units, totaling $390,000 in gross proceeds. According to the company, Oracle will purchase 1,000,000 units for $130,000, increasing its holdings to 43,799,502 shares and 2,737,857 warrants post-closing.

What will Oracle’s ownership be after the CleanTech (CTVFF) private placement closes?

After closing, Oracle is expected to own 43,799,502 common shares and 2,737,857 warrants. According to the company, this represents about 26.82% of shares undiluted and 28.02% on a partially diluted basis, assuming exercise of Oracle’s warrants.

What approvals and resale restrictions apply to the June 2026 CleanTech CTVFF financing?

The offering is subject to receiving all necessary approvals, including from the TSX Venture Exchange. According to the company, all securities issued will carry a regulatory hold period of four months and one day from issuance under applicable securities laws.

How does CleanTech (OTCQB: CTVFF) plan to use proceeds from the private placement?

Net proceeds from the private placement are intended for general corporate purposes. According to the company, funds will support overall corporate activities rather than a specified single project, giving management flexibility in capital deployment.