Oracle Commodity Holding Adds New Illinois Fluorspar Properties to Existing Royalty Agreement With CleanTech

Rhea-AI Summary

Oracle Commodity Holding (OTCQB: ORLCF) and CleanTech amended their August 11, 2025 net smelter return royalty agreement effective November 14, 2025 to add 37 mineral-rights parcels totaling 1,605 acres of Illinois fluorspar properties in Pope and Hardin counties. Under the amended Royalty Agreement Oracle receives a 2% NSR on minerals sold from the covered 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 pays to acquire the properties, payable only after USF makes actual cash payments; the matching payment to acquire the new Illinois properties is 20% of US$68,700. Oracle holds 42,799,502 CleanTech shares and the parties intend to rely on MI 61-101 exemptions.

Positive

• 2% NSR royalty on minerals produced and sold
• Added 1,605 acres of Illinois fluorspar properties
• Matching payments capped at 20% of vendor cash consideration
• Specified minimum price of US$6 per tonne

Negative

• Related-party transaction: Oracle is CleanTech control person with 42,799,502 shares
• Parties intend to rely on MI 61-101 exemptions (valuation/approval waived)
• Matching payments triggered only after USF makes actual cash payments

Vancouver, British Columbia--(Newsfile Corp. - November 17, 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 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 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 Holding 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 Holding, please contact:
Email: info@oracleholding.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 Oracle Commodity Holding'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 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/274797

FAQ

What did Oracle (ORLCF) amend on November 14, 2025 regarding the royalty agreement?

Oracle expanded the royalty to include 37 parcels (1,605 acres) of Illinois fluorspar and confirmed a 2% NSR with a US$6/tonne minimum.

How much will Oracle (ORLCF) pay to acquire the royalty on the new Illinois properties?

Oracle will pay 20% of US$68,700 (a matching payment) once USF has made the corresponding cash payments.

What is the royalty rate and pricing floor under the amended Royalty Agreement for ORLCF?

The agreement provides a 2% net smelter return royalty on sales, subject to a minimum of US$6 per tonne of minerals sold.

Does the Oracle–CleanTech transaction involve related parties for ORLCF shareholders?

Yes. Oracle is a control person of CleanTech (holds 42,799,502 shares) and both intend to rely on MI 61-101 exemptions.

When are Oracle's matching payments due under the amended agreement?

Matching payments are non-refundable and payable only after USF has made actual cash payments to vendors.