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CleanTech Provides Update on Robinson-Lasher Asset Sale Transaction

Title transfer remains conditional on exercising the underlying property option and Silver Elephant satisfying its closing conditions.

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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CleanTech Vanadium Mining (CTVFF) received initial consideration for its proposed Robinson-Lasher deposit sale to Silver Elephant Mining, with closing still conditional. Cash consideration totals US$1,255,000, payable through September 1, 2029; the first US$85,000 arrived September 17, 2026. Silver Elephant issued 6,300,000 shares at a deemed $0.13 each on October 23, 2026, and must commit at least US$2,000,000 to exploration and prepare an independent technical report.

Closing requires CleanTech's subsidiary to exercise its underlying property option and Silver Elephant to satisfy closing conditions. The option costs US$4,000,000 for both property groups or US$2,250,000 for one, less prior payments; US$500,000 has been paid. Disinterested shareholders approved the non-arm's-length sale, as required by the TSXV because of shared insiders and the absence of evidence of value in its prescribed form. No finder's fees are payable.

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5 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate point. Forward-looking: it has not happened yet and may not happen.Cash consideration totals US$1,255,000 through September 1, 2029, including US$85,000 received September 17, 2026. 16% of market cap
  • Moderate point6,300,000 Silver Elephant shares issued to CleanTech October 23, 2026, at a deemed $0.13 each.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.Silver Elephant must commit at least US$2,000,000 to Robinson-Lasher exploration and prepare an independent technical report. 25% of market cap
  • Minor pointDisinterested shareholder approval obtained for the non-arm's-length transaction.
  • Minor pointNo finder's fees are payable on the transaction.

Negative

  • Major pointOption purchase price is US$4,000,000 for both groups or US$2,250,000 for one, less prior payments. 51% of market cap
  • Minor pointClosing and title transfer remain conditional on exercising the underlying option and Silver Elephant fulfilling closing conditions.

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

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Vancouver, British Columbia--(Newsfile Corp. - October 26, 2026) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") is pleased to provide an update with respect to the proposed sale of the Company's Robinson-Lasher zinc-germanium-gallium deposit (the "Robinson-Lasher Project") to Silver Elephant Mining Corp. ("Silver Elephant"), as previously disclosed in news releases dated June 12, 2026 and September 14, 2026 (the "Transaction").

Pursuant to the asset purchase agreement (the "Asset Purchase Agreement") entered into among the Company, Silver Elephant and U.S. Fluorspar LLC (the "Vendor" or "Subsidiary"), a wholly owned subsidiary of the Company, Silver Elephant is required to pay to the Company an aggregate of US$1,255,000 in a series of cash payments as partial consideration for the purchase of the Robinson-Lasher Project, ending on or before September 1, 2029. The Company confirms that on September 17, 2026, the Company received the first cash payment of US$85,000 from Silver Elephant. Silver Elephant is also required to issue to the Company 6,300,000 common shares of Silver Elephant at a deemed price of $0.13 per share, which were issued on October 23, 2026. No finder's fees are payable in connection with the Transaction. Silver Elephant is required to commit a minimum of US$2,000,000 in exploration expenditures on the Robinson-Lasher Project and prepare an independent National Instrument 43-101 technical report. Please refer to the Company's news release dated June 12, 2026 for a summary of the terms of the Transaction.

As a condition to the closing of the Transaction and the transfer of title to the Robinson-Lasher Project to Silver Elephant, the Company, through its Subsidiary, is required to exercise its option pursuant to an option agreement dated August 7, 2025 (the "Option Agreement") between the Subsidiary and an arm's-length third-party private entity (the "Optionor"). Under the Option Agreement, the Subsidiary holds an option to acquire a package of fluorspar mining projects totaling approximately 7,180 acres in Kentucky and Illinois, USA (the "Fluorspar Projects"), which includes the Robinson-Lasher Project.

Pursuant to the Option Agreement, the key terms required to exercise the option and transfer title are as follows:

  • Overall Purchase Consideration: The Optionor agreed to sell the Fluorspar Projects for a total purchase price of US$4,000,000 (the "Purchase Price"), payable as follows:
    • US$250,000 upon Option Agreement signing (paid);
    • US$250,000 on or before September 1, 2026 (paid);
    • US$250,000 on or before September 1, 2027;
    • US$250,000 on or before September 1, 2028; and
    • US$3,000,000 on or before September 1, 2029.
  • Group Purchase Election: The Fluorspar Projects are divided into two property groups. The Subsidiary has the option to acquire both groups for the full Purchase Price or acquire any single group (including the group containing the Robinson-Lasher Project) for a total consideration of US$2,250,000.

  • Net Exercise Amount: If the Subsidiary exercises its option for a single chosen group, the total payment required is US$2,250,000 less any amounts paid under the Option Agreement prior to the exercise date.

Upon the Company fulfilling all of the terms of the Option Agreement and Silver Elephant fulfilling all of the conditions to closing under the Asset Purchase Agreement, title to the Robinson-Lasher Project will transfer to Silver Elephant.

Under the TSX Venture Exchange ("TSXV") policies, the Transaction is considered a "Non-Arm's Length Parties" transaction (as that term is defined in the Policies of the TSXV). John Lee is the Chief Executive Officer and a director of each of the Company and Silver Elephant. Greg Hall is a director of both the Company and Silver Elephant. Andrew Yau is the Chief Financial Officer of the Company and Silver Elephant. Tiffany Khoo is the Corporate Secretary of the Company and Silver Elephant. Mr. Ronny Motz is an insider of both the Company and Silver Elephant as he holds, as of July 28, 2026, the date of the information circular relating to the shareholder meeting at which the Transaction was approved, 10.55% of the Common Shares of the Company and 17.18% of the common shares of Silver Elephant. As the transaction is a Non-Arm's Length Party transaction and the Company has not provided evidence of value to the TSXV in the method prescribed by the TSXV in respect of the value of the Robinson-Lasher Project, the TSXV required the Company to obtain approval for the Transaction from a simple majority of disinterested Shareholders, which was obtained.

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

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 closing of the Transaction and receipt of final approval of the TSXV and other approvals.

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: the risk that the Transaction may not close on the terms currently contemplated or at all; the risk that the conditions precedent to closing will not be satisfied or waived, including receipt of required board, final stock exchange, court or regulatory approvals, the risk that CleanTech may not duly exercise or complete its acquisition rights under the option to purchase related to the Robinson-Lasher Project; risks relating to title, option, permitting, exploration and development matters affecting the Robinson-Lasher Project; commodity price fluctuations; financing risks; and general market, industry, 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.

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/321044

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What consideration does CleanTech receive for the Robinson-Lasher sale?

CleanTech's consideration includes US$1,255,000 in cash payable through September 1, 2029, and 6,300,000 Silver Elephant common shares at a deemed $0.13 each. The first US$85,000 cash payment was received September 17, 2026, and the shares were issued October 23, 2026.

What payments remain under CleanTech's underlying fluorspar property option?

The full-property purchase schedule requires US$250,000 by September 1, 2027, US$250,000 by September 1, 2028, and US$3,000,000 by September 1, 2029. Two earlier US$250,000 payments have been paid. Alternatively, a single property group, including the group containing Robinson-Lasher, can be acquired for US$2,250,000 less amounts paid before exercise.

Which insiders do CleanTech and Silver Elephant share in the Robinson-Lasher transaction?

The companies share John Lee as CEO and director, Greg Hall as director, Andrew Yau as CFO, and Tiffany Khoo as corporate secretary. Ronny Motz is also an insider of both companies; as of July 28, 2026, he held 10.55% of CleanTech's common shares and 17.18% of Silver Elephant's common shares.

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