CleanTech Expands Royalty Agreement With Oracle Commodity Holding to Include Newly Acquired Illinois Fluorspar Properties

Rhea-AI Summary

CleanTech (OTCQB: CTVFF) and Oracle Commodity Holding expanded their existing net smelter return royalty agreement effective November 14, 2025 to include 37 mineral‑rights parcels totaling 1,605 acres of newly acquired Illinois fluorspar properties in Pope and Hardin Counties.

Under the amended terms, Oracle Commodity Holding holds a 2% NSR royalty on minerals sold from the covered properties, subject to a minimum of US$6 per tonne. Oracle will make non‑refundable matching cash payments equal to 20% of actual cash consideration paid by USF to vendors; to acquire the royalty on the New Illinois Fluorspar Properties Oracle will pay 20% of US$68,700.

Oracle is a control person, holding 42,799,502 common shares of CleanTech; both parties intend to rely on available exemptions under MI 61‑101 and TSXV Policy 5.9.

Positive

• Adds 1,605 acres across 37 Illinois fluorspar parcels
• Grants a 2% net smelter return (NSR) royalty
• Royalty includes a US$6 per tonne minimum floor
• Oracle will make 20% matching cash payments for vendor costs

Negative

• Oracle is a control person holding 42,799,502 CleanTech shares
• Transaction is a related‑party deal relying on MI 61‑101 exemptions
• Oracle's matching payments are only payable after USF makes cash payments

Vancouver, British Columbia--(Newsfile Corp. - November 17, 2025) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") and Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle Commodity Holding") announce that U.S. Fluorspar LLC ("USF"), CleanTech's wholly-owned subsidiary, and Oracle Commodity Holding have entered into a third amending agreement effective November 14, 2025 (the "Third Amending Agreement") to the net smelter return royalty agreement dated August 11, 2025, as amended on August 27, 2025, and October 2, 2025 (the "Royalty Agreement").

The Third Amending Agreement expands the Royalty Agreement to include fluorspar properties consisting of 37 mineral-rights parcels totaling 1,605 acres in Illinois' Pope and Hardin Counties (the "New Illinois Fluorspar Properties").

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

In consideration, Oracle Commodity Holding has agreed to pay USF, upon TSX Venture Exchange ("TSXV") approval of the Royalty Agreement, and any subsequent amendments, non-refundable cash payments equal to 20% of the cash consideration that USF has paid, pays, or will pay to various vendors to acquire the Properties under various agreements (the "Matching Payments"). For clarity, Oracle Commodity Holding is only required to make Matching Payments once USF has made actual cash payments to the vendors.

To acquire the Royalty on the New Illinois Fluorspar Properties, Oracle Commodity Holding will pay USF 20% of US$68,700.

The full terms of the Royalty Agreement, as amended, are set out in the Company's news releases dated August 12, 2025, August 29, 2025, and October 8, 2025.

Oracle Commodity Holding is a control person of CleanTech, holding 42,799,502 common shares of CleanTech. As such, CleanTech and Oracle Commodity Holding 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 Commodity Holding 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 controls 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.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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 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/274779

FAQ

What did CleanTech announce about the Illinois fluorspar properties on November 17, 2025 (CTVFF)?

CleanTech expanded its royalty agreement to include 37 parcels (1,605 acres) in Pope and Hardin Counties, Illinois.

What royalty rate did Oracle Commodity Holding receive under the amended agreement for CTVFF properties?

Oracle received a 2% net smelter return (NSR) royalty on minerals produced and sold from the included properties.

Is there a minimum price floor in the CTVFF royalty agreement for fluorspar sales?

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

How much will Oracle pay to acquire the royalty on the new Illinois properties in the CTVFF deal?

Oracle will pay USF 20% of US$68,700 to acquire the royalty on the New Illinois Fluorspar Properties.

Will Oracle make matching payments automatically under the CTVFF amendment?

No. Oracle's matching payments equal to 20% are only payable after USF makes actual cash payments to vendors.

Does the CTVFF transaction involve related‑party considerations or regulatory exemptions?

Yes. Oracle is a control person and CleanTech and Oracle intend to rely on available exemptions under MI 61‑101 and TSXV Policy 5.9.

Does the amended royalty agreement require TSXV approval for the matching payments under CTVFF?

Yes. Oracle's matching cash payments are payable upon TSXV approval of the Royalty Agreement and any subsequent amendments.