CleanTech Announces Intention to Amend Option Terms

Rhea-AI Summary

CleanTech Vanadium Mining Corp. (OTCQB: CTVFF) has announced plans to reprice 9,090,000 incentive stock options. The company intends to adjust various option tranches to a new exercise price of $0.06, down from previous prices ranging from $0.10 to $0.20. Of these options, 8,230,000 are held by company insiders.

The repricing requires TSX Venture Exchange approval and disinterested shareholder approval for insider-held options. The transaction qualifies as a related party transaction under MI 61-101 but is exempt from formal valuation and minority approval requirements as the fair market value falls below 25% of the company's market capitalization.

["Potential to encourage early exercise of options", "New exercise price aligned with current market price ($0.06 as of August 13, 2025)"]

Positive

• None.

Negative

• Significant repricing downward indicates substantial stock price decline
• Large portion of options (90.5%) held by insiders
• Dilutive impact if options are exercised

News Market Reaction

-7.50%

1 alert

-7.50% News Effect

On the day this news was published, CTVFF declined 7.50%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - August 14, 2025) -  CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) (FSE: C9R)  ("CleanTech" or the "Company") announces that it proposes to reprice (the "Option Repricing") an aggregate of 9,090,000 incentive stock options of the Company (the "Options").

The Company intends to adjust the exercise price of 3,050,000 Options from $0.20 to $0.06, 4,030,000 Options from $0.18 to $0.06, 880,000 Options from $0.135 to $0.06, 100,000 Options from $0.16 to $0.06 and 1,030,000 Options from $0.10 to $0.06. The new exercise price in respect of the Options is set at the closing price of the common shares of the Company on August 13, 2025. An aggregate of 8,230,000 Options subject to the Option Repricing are held by insiders of the Company (the "Insider Options"). The completion of the Option Repricing is subject to, among other things, the approval of the TSX Venture Exchange ("TSXV"). Additionally, in accordance with the policies of the TSXV, repricing of the Insider Options is subject to disinterested shareholder approval in accordance with TSXV Policy 4.4 - Security Based Compensation.

The purpose of the Option Repricing is primarily to encourage the early exercise of such Options.

Related Party Transaction

Certain of the directors, officers and other related parties of the Company hold an aggregate of 8,230,000 Options subject to the Option Repricing. Accordingly, the repricing of Options held by related parties of the Company is expected to constitute a "related party transaction" of the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

It is expected that pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company will be exempt from obtaining a formal valuation and minority approval of the Company's shareholders as the fair market value of repriced Options held by related parties of the Company is expected to be below 25% of the Company's market capitalization as determined in accordance with MI 61-101.

A material change report including details with respect to the related party transaction may be filed less than 21 days prior to the closing of the Option Repricing as the Company wishes to complete such transactions in a timely manner.

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 7,180 acres of mineral rights with historic Fluorspar resources across multiple projects in 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"
Chief Executive Officer

For more information about CleanTech, please contact:

Phone: 1.877.664.2535
Email: info@cleantechvanadium.com
www.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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/262495

FAQ

What is the new exercise price for CTVFF's repriced stock options?

All options will be repriced to $0.06, which was the closing price of CleanTech's common shares on August 13, 2025.

How many CleanTech (CTVFF) stock options are being repriced?

A total of 9,090,000 incentive stock options are being repriced, with 8,230,000 of these options held by company insiders.

What approvals are needed for CleanTech's option repricing?

The repricing requires TSX Venture Exchange approval and disinterested shareholder approval for insider-held options under TSXV Policy 4.4.

Why is CleanTech (CTVFF) repricing its stock options?

The primary purpose is to encourage early exercise of the options, as stated by the company.

Does CleanTech's option repricing require minority shareholder approval?

No, the company is exempt from minority approval requirements as the fair market value of repriced options is below 25% of the company's market capitalization.