Oracle Commodity Holding and CleanTech Vanadium Amend Royalty Agreement to Include Illinois Fluorspar Properties

Rhea-AI Summary

CleanTech Vanadium (OTCQB: CTVFF) and Oracle Commodity Holding have amended their net smelter return royalty agreement to include the Pope Fluorspar Properties in Illinois. The amendment establishes a 2% net smelter return royalty with a minimum of $6 per tonne of minerals sold to Oracle.

The Pope Fluorspar Properties encompass 15 mineral rights parcels totaling 970 acres across Empire, Stewart, and Hobbs Creek Subdistricts. Oracle will pay USF (CleanTech's subsidiary) 20% of cash consideration totaling US$184,000 over 4 years, with an initial payment of US$5,820 pending TSX-V approval.

The properties are strategically located in the Illinois-Kentucky Fluorspar District (IKFD), which has historically produced over 32.5 million tons of fluorspar. Current market conditions show fluorspar prices increasing from $300 per ton in 2020 to over $470 per ton in 2025, with China becoming a net importer since 2023.

Positive

• None.

Negative

• Royalty agreement requires minimum payment of $6 per tonne regardless of market conditions
• Related party transaction between Oracle (42,799,502 shares holder) and CleanTech requires regulatory scrutiny

Vancouver, British Columbia--(Newsfile Corp. - August 29, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle") and CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech") announce that they have executed an amending agreement effective August 27, 2025 (the "Amending Agreement") to the net smelter return royalty agreement dated August 11, 2025 (the "Royalty Agreement") between U.S. Fluorspar LLC ("USF"), a 100%-owned subsidiary of CleanTech, and Oracle. The Amending Agreement adds the Pope Fluorspar Properties in Illinois to the Royalty Agreement Property Schedule which a 2% net smelter return royalty is payable to Oracle with a minimum of $6 per tonne of minerals sold. The terms of the Royalty Agreement are set out in a news release dated August 12, 2025.

In consideration, Oracle is to pay USF, upon TSX-V approval of the Royalty Agreement and Amending Agreement, non-refundable cash payments equal to 20% of the cash consideration which USF paid, pays or will pay, to the current owner of Pope Fluorspar Properties totaling US$184,000 over 4 years.

The first cash payment Oracle will make to USF is US$5,820 after TSX-V approval of the Royalty Agreement and Amending Agreement.

Pope Fluorspar Properties

Pope Fluorspar Properties consist of 15 mineral rights parcels (each one a "Property") totaling 970 acres across Empire Subdistrict, Stewart Subdistrict and Hobbs Creek Subdistrict. Those Properties are strategically positioned along the major fault systems that historically controlled mineralization throughout the approximately 1,000-square-mile Illinois-Kentucky Fluorspar District ("IKFD").

The IKFD's extraordinary productivity stems from its unique geological architecture¹. The IKFD sits within Mississippian-age limestones intersected by northwest-southeast trending normal faults, creating the perfect structural environment for fluorite mineralization. These steep fault-fill veins, breccia zones, and localized carbonate replacements developed along favorable limestone horizons, with mineralized shoots typically thickening at structural complexities such as fault bends, step-overs, and fault-dike intersections^2,3,4,5.

The geological complexity that made the IKFD America's fluorite capital remains intact. Mineralization occurs in four primary deposit types: horizontal bedding replacement deposits, veins along vertical faults and fractures, residual gravel deposits, and fluorite breccia. This diversity offers multiple exploration and development targets across CleanTech's extensive land position of over 8,150 acres^6.

The IKFD's strategic importance extends beyond its historical production record. Its established transportation infrastructure, proximity to industrial consumers, and documented production of over 32.5 million tons position it as America's most viable domestic fluorspar source in an increasingly import-dependent market. Currently, nearly all fluorspar consumed in the United States is imported, with Mexico supplying 72% of 2017 imports, followed by China and South Africa^7,8,9. Fluorspar prices have increased dramatically from $300 per ton in 2020 to over $470 per ton in 2025¹⁰. China, which accounts for 60% of global Fluorspar production, has become a net importer of Fluorspar since 2023.

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 TSX Venture Exchange). The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.

Qualified Person

The technical and scientific information contained in this news release has been reviewed and approved by Carlos Zamora, CPG, a member of the American Institute of Professional Geologists (AIPG) since 2024, who is an independent Qualified Person as defined by National Instrument 43-101.

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.

ON BEHALF OF THE BOARD

"Anthony Garson"
CEO and Director

For more information about CleanTech, please contact:
Email: info@oracleholding.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 information in this news releases includes: CleanTech's granting of the Royalty under the Royalty Agreement and the Amending Agreement which is subject to TSX-V approval, payments to be made to the Vendor, and payments to be received from Oracle. Forward-looking statements are based on the opinions and estimates of management of Oracle 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 Oracle, 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, 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.

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¹ Denny, F.B., Nelson, W.J., Breeden, J.R., & Lillie, R.C. (2020). Mines in the Illinois portion of the Illinois-Kentucky Fluorspar District. Illinois State Geological Survey, Circular 604, 73 p
² https://www.juniorminingnetwork.com/junior-miner-news/press-releases/3117-tsx-venture/ctv/185361-cleantech-acquires-significant-package-of-fluorspar-projects-totaling-7-180-acres-for-us-4-000-000-in-illinois-kentucky-fluorspar-district.html
³ https://www.newsfilecorp.com/release/262229/CleanTech-Acquires-Significant-Package-of-Fluorspar-Projects-Totaling-7180-Acres-for-US4000000-in-IllinoisKentucky-Fluorspar-District
⁴ http://library.isgs.illinois.edu/Pubs/pdfs/circulars/c604.pdf
⁵ https://www.newsfilecorp.com/release/262230/Oracle-Commodity-Holding-Secures-2-Fluorspar-Royalty-in-USA-From-CleanTech-Vanadium
⁶ http://library.isgs.illinois.edu/Pubs/pdfs/circulars/c604.pdf
⁷ https://www.newsfilecorp.com/release/262229/CleanTech-Acquires-Significant-Package-of-Fluorspar-Projects-Totaling-7180-Acres-for-US4000000-in-IllinoisKentucky-Fluorspar-District
⁸ http://library.isgs.illinois.edu/Pubs/pdfs/circulars/c604.pdf
⁹ https://www.newsfilecorp.com/release/262230/Oracle-Commodity-Holding-Secures-2-Fluorspar-Royalty-in-USA-From-CleanTech-Vanadium
¹⁰ https://www.imarcgroup.com/fluorspar-pricing-report

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264400

FAQ

What are the terms of CleanTech Vanadium's (CTVFF) amended royalty agreement with Oracle?

The agreement establishes a 2% net smelter return royalty with a minimum payment of $6 per tonne of minerals sold from the Pope Fluorspar Properties in Illinois.

How much will Oracle pay for the Pope Fluorspar Properties royalty rights?

Oracle will pay US$184,000 over 4 years, representing 20% of the cash consideration, with an initial payment of US$5,820 after TSX-V approval.

What is the current market situation for fluorspar in 2025?

Fluorspar prices have increased to over $470 per ton in 2025 from $300 per ton in 2020. China has become a net importer since 2023, indicating strong market demand.

How large are the Pope Fluorspar Properties acquired by CleanTech Vanadium?

The properties consist of 15 mineral rights parcels totaling 970 acres across Empire, Stewart, and Hobbs Creek Subdistricts in the Illinois-Kentucky Fluorspar District.

What is the relationship between CleanTech Vanadium and Oracle Commodity Holding?

Oracle is a control person of CleanTech, holding 42,799,502 common shares, making them related parties under Multilateral Instrument 61-101.