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CleanTech Closes First Tranche of Non-Brokered Private Placement for Gross Proceeds of $298,500

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private placement

CleanTech Vanadium Mining (TSXV: CTV, OTCQB: CTVFF) closed the first tranche of its previously announced non-brokered private placement, raising $298,500 in gross proceeds through the issuance of 2,985,000 units at $0.10 per unit. Each unit consists of one common share and one transferable warrant, with each warrant exercisable into one share at $0.15 for three years from issuance.

An officer and director subscribed for 800,000 units for proceeds of $80,000, a related party transaction under MI 61-101, for which CleanTech relied on valuation and minority approval exemptions. The securities are subject to a hold period expiring December 26, 2026, and no finder’s fees were paid. According to the company, net proceeds will be used for general corporate purposes and will not fund any transaction requiring TSX Venture Exchange approval. CleanTech plans to close the final tranche of the offering on or before September 10, 2026, subject to regulatory approvals.

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Positive

  • $298,500 gross proceeds from first tranche at $0.10 per unit
  • Issuance of 2,985,000 units including 3-year warrants at $0.15
  • Insider participation of 800,000 units contributing $80,000
  • No finder’s fees paid on the First Tranche, reducing transaction costs

Negative

  • Equity dilution from issuing 2,985,000 new shares plus attached warrants
  • First tranche only; final tranche remains subject to regulatory approval
  • Securities subject to a hold period until December 26, 2026, limiting near-term liquidity

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

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Vancouver, British Columbia--(Newsfile Corp. - August 25, 2026) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") announces that, further to its news release dated August 20, 2026, it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement (the "Offering") raising gross proceeds of $298,500 through the sale of 2,985,000 units (each, a "Unit") at a price of $0.10 per Unit. Each Unit consists of one common share of the Company (each, a "Share") and one fully transferable common share purchase warrant (each, a "Warrant") entitling the holder to purchase one additional Share at a price of $0.15 per Share for a period of three (3) years from the date of issuance.

An officer and director of the Company (the "Insider"), subscribed for 800,000 Units under the First Tranche for gross proceeds of $80,000, which participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the Units acquired by Oracle, nor the consideration paid by Oracle, exceeded 25% of the Company's market capitalization. The Company will file a material change report in respect of the related party transaction.

The securities issued in connection with the First Tranche are subject to a regulatory hold period expiring December 26, 2026, in accordance with applicable securities laws. No finder's fees were paid in connection with the First Tranche closing.

The Company intends to use the net proceeds of the First Tranche for general corporate purposes and will not use the proceeds of the First Tranche to fund any transaction requiring approval of the TSX Venture Exchange.

The Company intends to close the final tranche of the Offering on or before September 10, 2026, subject to regulatory approval, including the approval of the TSX Venture Exchange.

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 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 includes the expected gross proceeds of the Offering, use of proceeds raised from the Offering, and the participation in the Offering by certain insiders, directors, and control persons of the Company, 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 mining and exploration projects; 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/311519

FAQ

What did CleanTech Vanadium Mining (CTVFF) announce about its private placement on August 25, 2026?

CleanTech announced closing the first tranche of a non-brokered private placement, raising $298,500 through 2,985,000 units at $0.10 each. According to CleanTech, each unit includes one common share and a three-year warrant exercisable at $0.15 per share.

What are the terms of the units and warrants in CleanTech Vanadium Mining’s (CTVFF) August 2026 financing?

Each unit was priced at $0.10 and comprises one common share and one warrant. According to CleanTech, each warrant allows the holder to buy one additional share at $0.15 for three years from the issuance date.

How much insider participation occurred in CleanTech Vanadium Mining’s (CTVFF) first tranche private placement?

An officer and director subscribed for 800,000 units, providing gross proceeds of $80,000. According to CleanTech, this insider participation is a related party transaction under MI 61-101, with exemptions used for valuation and minority approval requirements.

How will CleanTech Vanadium Mining (CTVFF) use the proceeds from the $298,500 first tranche financing?

CleanTech intends to use the net proceeds for general corporate purposes. According to CleanTech, funds from the first tranche will not be used to finance any transaction requiring TSX Venture Exchange approval, focusing instead on routine corporate needs.

When do the hold period and next tranche for CleanTech Vanadium Mining’s (CTVFF) private placement end?

The securities from the first tranche are subject to a regulatory hold period expiring December 26, 2026. According to CleanTech, the company plans to close the final tranche on or before September 10, 2026, subject to regulatory approval.

Were any finder’s fees paid in CleanTech Vanadium Mining’s (CTVFF) August 2026 private placement tranche?

No finder’s fees were paid in connection with closing the first tranche of the offering. According to CleanTech, the non-brokered structure and absence of finder’s fees help limit transaction costs for this $298,500 financing.