Oracle and CleanTech Further Amend Royalty Agreement to Include Quarant Lease Properties in Kentucky, USA

Rhea-AI Summary

CleanTech (OTCQB: CTVFF) and Oracle amended their net smelter return (NSR) royalty agreement effective October 2, 2025 to add the Quarant Fluorspar Project in Kentucky to the Properties.

Under the amended terms Oracle receives a 2% NSR on minerals sold from the Properties, subject to a minimum of US$6 per tonne. Oracle agreed to make non-refundable Matching Payments equal to 20% of cash consideration USF paid or will pay to vendors, payable only after USF makes actual cash payments.

For Quarant specifically, Oracle will pay 20% of US$210,000 over two years. Oracle holds 42,799,502 CleanTech shares and the parties intend to rely on MI 61-101 exemptions for valuation and minority approval.

Positive

• 2% net smelter return royalty on Properties
• Minimum royalty floor of US$6 per tonne
• Oracle commits Matching Payments at 20% of vendor cash consideration
• Quarant transaction capped at 20% of US$210,000 over two years

Negative

• Oracle is a related party holding 42,799,502 shares, raising conflict risk
• Matching Payments payable only after USF cash outlays, creating timing dependency
• Failure to make Matching Payments within 30 days terminates the royalty agreement

Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") and CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech") announce that Oracle and U.S. Fluorspar LLC ("USF"), CleanTech's 100%-owned subsidiary, have executed a second amending agreement effective October 2, 2025 (the "Second Amending Agreement") to the net smelter return royalty agreement dated August 11, 2025, as amended August 27, 2025 (the "Royalty Agreement").

The Second Amending Agreement expands the Royalty Agreement to include the Quarant Fluorspar Project in Kentucky, operated by USF.

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

In consideration, Oracle has agreed to pay USF, upon TSX Venture Exchange ("TSXV") approval of the Royalty Agreement and the Second Amending Agreement, non-refundable cash payments equal to 20% of the cash consideration that USF has paid, pays, or will pay to the vendors to acquire the Properties under various agreements (the "Matching Payments"). For clarity, Oracle is only required to make Matching Payments once USF has made actual cash payments to the vendors. Failure by Oracle to make a valid Matching Payment within 30 days of a bona fide request from USF will result in termination of the Royalty Agreement.

In the case of Quarant Fluorspar Project, Oracle will pay USF 20% of US$210,000 over 2 years. The schedule of payments is detailed in CleanTech's Quarant acquisition news release dated October 8, 2025.

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

Oracle is a control person of CleanTech, holding 42,799,502 common shares of CleanTech. As such, CleanTech and Oracle 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 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 Oracle Commodity Holding Corp.

Oracle Commodity Holding Corp. is a mining royalty company holding royalties on several precious metal and critical mineral mining projects.

Further information on Oracle Commodity can be found at www.oracleholding.com.

ORACLE COMMODITY HOLDING CORP.

ON BEHALF OF THE BOARD
"Jason Powell"
CEO

For more information about Oracle Commodity, please contact:
Email: info@oracleholding.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 Oracle'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 information in this news releases includes but is not limited to closing of the Royalty Agreement and the Second Amending Agreement and Oracle making any payments under the Royalty Agreement to keep it in good standing.

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: receiving stock exchange listing approval and ability to meet customary conditions for listing; market conditions and investor sentiment to invest in a new investment business with a limited trading history; changes in business plans; ability to secure sufficient financing to advance the Company's investment business; 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/269633

FAQ

What did CleanTech announce about the royalty agreement on October 8, 2025 for CTVFF?

CleanTech and Oracle amended the NSR royalty to include Quarant effective Oct 2, 2025, adding a 2% royalty with a US$6/tonne minimum.

How much will Oracle pay for the Quarant Fluorspar Project under the CTVFF agreement?

Oracle will pay 20% of US$210,000 to USF for Quarant, scheduled to be paid over two years.

What are the Matching Payments terms in the Oracle–CleanTech CTVFF deal?

Oracle will pay non-refundable Matching Payments equal to 20% of cash consideration USF pays to vendors, only after USF's actual cash payments.

What royalty rate does Oracle receive under the amended agreement for CTVFF properties?

Oracle receives a 2% net smelter return (NSR) on minerals produced and sold from the included Properties.

Are there governance or related‑party considerations for CTVFF investors?

Yes. Oracle is a control person holding 42,799,502 CleanTech shares, and both parties intend to rely on MI 61-101 exemptions for valuation and minority approval.

What happens if Oracle fails to make a required Matching Payment under the CTVFF agreement?

If Oracle does not make a valid Matching Payment within 30 days of a bona fide request from USF, the royalty agreement will terminate.