CleanTech Closes First Tranche of Non-Brokered Private Placement for Gross Proceeds of $433,033

Rhea-AI Summary

CleanTech Vanadium Mining Corp. (TSXV: CTV, OTCQB: CTVFF) closed the first tranche of its non-brokered private placement, raising $433,033.37 in gross proceeds from 3,936,667 Units at $0.11 per Unit. Each Unit includes one common share and one transferable warrant exercisable at $0.15 for three years.

According to CleanTech, insider Oracle Commodity Holding subscribed for 2,466,667 Units for $271,333.37, increasing its holding to 29.14% undiluted and 30.25% partially diluted, treated as a related party transaction under MI 61-101. CleanTech relied on valuation and minority approval exemptions and will file a material change report. Canaccord Genuity earned 89,600 Finder’s Units (8% of referred subscriptions). All securities are subject to a hold period until November 22, 2026. Net proceeds will be used for general corporate purposes, and additional tranches may be completed subject to TSX Venture Exchange approval.

Positive

• $433,033.37 gross proceeds raised in first tranche
• Insider Oracle subscribed for 2,466,667 Units or $271,333.37
• Finder compensation paid as 89,600 equity Units instead of cash

Negative

• Issuance of 3,936,667 new Units creates immediate shareholder dilution
• Oracle ownership concentration increased to 29.14% undiluted, 30.25% partially diluted
• Up to 3,936,667 Warrants plus Finder’s Warrants may add future dilution

News Explained

The closed first tranche issued $433,033.37 of units containing 3,936,667 common shares and warrants, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes; Oracle’s stake is now 29.14% undiluted and 30.25% assuming its warrants are exercised.

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Vancouver, British Columbia--(Newsfile Corp. - July 21, 2026) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") announces that, further to its news release dated July 6, 2026, it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement (the "Offering") raising gross proceeds of $433,033.37 through the sale of 3,936,667 units (each, a "Unit") at a price of $0.11 per Unit. Each Unit consists of one common share of the Company (each, a "Share") and one full 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.

Oracle Commodity Holding Corp. ("Oracle"), an insider and control person of the Company (the "Insider"), subscribed for 2,466,667 Units under the First Tranche for gross proceeds of $271,333.37, 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"). Prior to closing of the First Tranche, 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 First Tranche, Oracle holds 45,266,169 common shares and a total of 2,466,667 common share purchase warrants, representing approximately 29.14% of the issued and outstanding common shares of the Company on an undiluted basis, and approximately 30.25% on a partially diluted basis, assuming the exercise of all Warrants held by Oracle.

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.

In connection with the closing of the First Tranche, the Company paid a finder's fee to Canaccord Genuity Corp. (the "Finder") in respect of subscriptions for 1,120,000 Units introduced by the Finder, consisting of 89,600 units (the "Finder's Units"), representing 8% of the Units sold to subscribers introduced by the Finder. Each Finder's Unit consists of one Share and one non-transferable Warrant (a "Finder's Warrant"), on the same terms as the Units issued under the Offering, with each Finder's Warrant entitling the Finder to purchase one Share at a price of $0.15 for a period of three years from the date of issuance.

The securities issued in connection with the First Tranche, including the Finder's Units, are subject to a regulatory hold period expiring November 22, 2026, in accordance with applicable securities laws.

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 may complete one or more additional tranches of the Offering, subject to regulatory approval, including the approval of the TSX Venture Exchange.

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 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/306020

FAQ

What did CleanTech Vanadium Mining (CTVFF) announce about its July 2026 private placement?

CleanTech announced closing the first tranche of a non-brokered private placement, raising $433,033.37 from 3,936,667 Units. According to CleanTech, each Unit includes one share and one warrant exercisable at $0.15 for three years from issuance.

How many shares and warrants were issued in CleanTech (CTVFF) first tranche financing?

CleanTech issued 3,936,667 Units, each with one share and one warrant, plus 89,600 Finder’s Units. According to CleanTech, each warrant allows purchase of one share at $0.15 for three years, creating potential additional dilution.

How much did insider Oracle invest in the CleanTech (CTVFF) July 2026 placement?

Oracle subscribed for 2,466,667 Units for gross proceeds of $271,333.37. According to CleanTech, Oracle’s ownership rose to 29.14% undiluted and 30.25% partially diluted, and the subscription is treated as a related party transaction under MI 61-101.

What are the terms of the warrants issued in the CleanTech (CTVFF) July 2026 offering?

Each Unit warrant is exercisable at $0.15 per share for three years from issuance. According to CleanTech, Finder’s Warrants in the Finder’s Units have the same exercise price and term but are non-transferable, while Unit warrants are fully transferable.

How will CleanTech (CTVFF) use the proceeds from the first tranche private placement?

CleanTech plans to use the net proceeds for general corporate purposes and not for TSXV approval transactions. According to CleanTech, additional tranches of the offering may be completed, subject to regulatory and TSX Venture Exchange approvals.

What is the hold period for securities issued in the CleanTech (CTVFF) July 2026 financing?

All securities from the first tranche, including Finder’s Units, are subject to a hold period until November 22, 2026. According to CleanTech, this regulatory hold period is imposed under applicable securities laws governing the offering and trading restrictions.

Did CleanTech (CTVFF) pay any finder’s fees in the July 2026 private placement?

Yes, CleanTech paid Canaccord Genuity a fee of 89,600 Finder’s Units, equal to 8% of referred subscriptions. According to CleanTech, each Finder’s Unit consists of one share and one non-transferable warrant exercisable at $0.15 for three years.