CleanTech to Focus on Fluorspar and Sell Robinson-Lasher Zinc-Germanium-Gallium Project to Silver Elephant

Executive Summary

• CleanTech Vanadium Mining Corp. has entered into a binding Asset Purchase Agreement to sell its non-core Robinson-Lasher zinc-germanium-gallium deposit to Silver Elephant Mining Corp.
• The transaction consideration comprises 6.3 million common shares (approx. 9.9% equity stake in Silver Elephant) and US$1,255,000 in cash installments, strategically reducing CleanTech's future property cash obligations.
• Completion is subject to standard regulatory, stock exchange, and disinterested shareholder approvals, with both parties also exploring a future joint multi-purpose processing facility.

Key Details

• Transaction Structure: Binding Asset Purchase Agreement (APA) dated June 11, 2026, for the sale of the Robinson-Lasher Project.
• Asset Details: Robinson-Lasher zinc-germanium-gallium deposit located in the Illinois-Kentucky Fluorspar District (IKFD), Livingston County, Kentucky. CleanTech holds the project via a prior Option to Purchase (OTP) from an arm's length third party.
• Equity Consideration: Silver Elephant will issue 6,300,000 common shares to CleanTech at a deemed price of C$0.13 per share, granting CleanTech approximately 9.9% pro forma equity ownership in Silver Elephant.
• Cash Consideration: Aggregate cash of US$1,255,000 payable in four scheduled installments: US$85,000 on Sept 1, 2026; US$85,000 on Sept 1, 2027; US$85,000 on Sept 1, 2028; and US$1,000,000 on Sept 1, 2029.
• Exploration Commitment: Silver Elephant must commit a minimum of US$2,000,000 in exploration expenditures at the Robinson-Lasher Project and complete an independent technical report prepared by a qualified person.
• Strategic Rationale: Divesting the non-core asset reduces CleanTech's future property cash payments while retaining upside exposure to the project through the equity stake, allowing CleanTech to focus on its primary fluorspar mineral projects at IKFD.
• Future Collaboration: Both companies intend to explore joint development of a multi-purpose processing facility capable of producing zinc and fluorspar concentrates from various IKFD deposits.
• Conditions Precedent: Transaction completion requires all applicable securities law approvals, stock exchange approvals (TSX and TSX Venture Exchange), and disinterested shareholder approvals for both companies. John Lee (CEO and Director of both entities) will abstain from board voting.
• Title Transfer: Project title will transfer to Silver Elephant upon CleanTech fulfilling OTP terms and Silver Elephant fulfilling APA terms.
• Qualified Person: Michael Hendrickson (AIPG, CPG) supervised the technical contents per NI 43-101.