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

Executive Summary

• Oracle Commodity Holding Corp. and CleanTech Vanadium Mining Corp. executed a Second Amending Agreement expanding the existing net smelter return royalty to include the Quarant Fluorspar Project in Kentucky.
• Under the amendment, Oracle will pay US Fluorspar LLC (USF) 20% of US $210,000 (i.e., US $42,000) over two years, contingent on TSX Venture Exchange approval and actual cash payments made by USF to vendors.
• The royalty provides Oracle a 2% net smelter return on minerals sold from the expanded properties, with a minimum of US $6 per tonne.

Key Details

• Parties Involved: Oracle Commodity Holding Corp. (TSXV: ORCL), CleanTech Vanadium Mining Corp. (TSXV: CTV) and its 100% owned subsidiary U.S. Fluorspar LLC (“USF”).
• Agreement Dates: Original Royalty Agreement – August 11, 2025; first amendment – August 27, 2025; Second Amending Agreement – effective October 2, 2025.
• Scope Expansion: Inclusion of the Quarant Fluorspar Project (Kentucky) into the royalty‑covered properties.
• Royalty Terms: 2% net smelter return on minerals produced and sold from all covered properties; minimum royalty floor of US $6 per tonne of mineral sold.
• Matching Payments: Oracle will make non‑refundable cash payments equal to 20% of the cash consideration that USF actually pays to vendors for acquiring the properties.
• Specific Payment Obligation for Quarant Project: 20% of US $210,000 = US $42,000, payable over a two‑year period as detailed in CleanTech’s acquisition release dated October 8, 2025.
• Conditionality: Payments are due only after TSX Venture Exchange approval and once USF has made the corresponding vendor payments; failure to pay within 30 days of a bona fide request results in termination of the royalty agreement.
• Related‑Party Status: Oracle holds 42,799,502 CleanTech common shares, making both entities related parties under MI 61‑101. Both parties intend to rely on exemptions from formal valuation and minority‑shareholder approval requirements.

Notable Quotes

• “Oracle is committed to supporting the development of critical mineral projects through strategic royalty arrangements that align incentives with our partners.” – Jason Powell, CEO, Oracle Commodity Holding Corp.