Cleantech, Oracle Commodity amend royalty agreement

Executive Summary

• Cleantech Vanadium Mining Corp. and Oracle Commodity Holding Corp. executed an amendment to their Net Smelter Return (NSR) royalty agreement, adding the Pope fluorspar properties in Illinois to the royalty schedule.
• The amendment sets a 2 % NSR royalty payable to Oracle with a minimum of US$6 per tonne sold, and requires Oracle to make non‑refundable cash payments equal to 20 % of the consideration paid for the Pope properties (totaling US$184,000 over four years).
• The first cash payment of US$5,820 is due from Oracle to Cleantech’s subsidiary U.S. Fluorspar LLC upon TSX‑V approval of the amendment.

Key Details

• Amending Agreement Effective Date: 27 Aug 2025.
• Royalty Terms: 2 % NSR royalty on fluorspar sold from Pope properties; minimum US$6 per tonne.
• Cash Consideration: Oracle to pay non‑refundable cash equal to 20 % of the amount paid (or to be paid) by USF for the Pope fluorspar properties, totaling US$184,000 over four years.
• First Payment: US$5,820 payable by Oracle after TSX‑V approval.
• Pope Fluorspar Properties: 15 mineral‑rights parcels covering ~970 acres across Empire, Stewart, and Hobbs Creek subdistricts in the Illinois‑Kentucky fluorspar district (IKFD).
• Strategic Context: IKFD hosts >32.5 million tonnes of historic fluorspar production; U.S. imports 100 % of its fluorspar demand, with prices rising from US$300/t in 2020 to >US$470/t in 2025.
• Related‑Party Status: Oracle holds 42,799,502 Cleantech common shares and is a control person; both parties will rely on exemptions under MI 61‑101 and TSX‑V Policy 5.9.
• Qualified Person Review: Technical information reviewed by Carlos Zamora, CPG (independent qualified person per NI 43‑101).

Notable Quotes

(No direct quotes were provided in the release.)