Oracle Commodity, CleanTech amend royalty agreement

Executive Summary

• Oracle Commodity Holding Corp. has entered into a third amending agreement to expand its existing net smelter return (NSR) royalty agreement with U.S. Fluorspar LLC (USF), a wholly owned subsidiary of CleanTech.
• The amendment adds 37 mineral rights parcels totaling 1,605 acres in Pope and Hardin counties, Illinois, to the royalty agreement.
• Oracle Commodity Holding is paying USF $13,740 (20% of $68,700) as consideration for the royalty on these new properties, contingent upon TSX Venture Exchange approval.

Key Details

• Transaction Structure: Third amending agreement to the NSR royalty agreement originally dated Aug. 11, 2025, and previously amended on Aug. 27, 2025, and Oct. 2, 2025.
• Property Details: The agreement now covers fluorspar properties consisting of 37 mineral rights parcels totaling 1,605 acres located in Illinois's Pope and Hardin counties.
• Royalty Terms: Oracle Commodity Holding retains a 2% net smelter return royalty on minerals produced and sold from the included properties, subject to a minimum payment of $6 (U.S.) per tonne of minerals sold.
• Consideration: Oracle Commodity Holding agreed to pay USF non-refundable cash payments equal to 20% of the cash consideration USF paid, pays, or will pay to vendors to acquire the properties.
• Specific Payment: To acquire the royalty on the new Illinois properties, Oracle Commodity Holding pays USF 20% of $68,700 (U.S.), totaling $13,740.
• Payment Condition: Oracle Commodity Holding is only required to make matching payments once USF has made actual cash payments to the vendors.
• Regulatory Approval: The payment is contingent upon TSX Venture Exchange approval of the royalty agreement and any subsequent amendments.
• Related Party Transaction: Oracle Commodity Holding is a "control person" of CleanTech, holding 42,799,502 common shares. The parties intend to rely on exemptions from formal valuation and minority approval requirements under Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9.
• Reference Documents: Full terms are referenced in CleanTech news releases dated Aug. 12, 2025, Aug. 29, 2025, and Oct. 8, 2025.