CleanTech Announces Amendment to Non-Brokered Private Placement

Cleantech Vanadium Mining Corp. (CTV) has amended the terms of its previously announced non-brokered private placement, which is designed to raise up to $1,320,000 in gross proceeds. The offering involves the sale of up to 12,000,000 units at a price of $0.11 per unit. Each unit consists of one common share and one full transferable common share purchase warrant. The warrants entitle the holder to purchase one additional share at $0.15 per share for a period of three years from the date of issuance.

The transaction features significant participation from insiders, who are subscribing for up to 3,000,000 units for gross proceeds of up to $330,000. Specifically, Oracle Commodity Holding Corp. ("Oracle"), an insider and control person, has agreed to subscribe for 1,000,000 units for gross proceeds of $110,000. Prior to the closing of the transaction, Oracle held 42,799,502 common shares, representing approximately 28.28% of the issued and outstanding shares. Following the closing, Oracle’s holdings are expected to increase to 43,799,502 common shares and 1,000,000 warrants, representing approximately 26.82% on an undiluted basis and approximately 27.26% on a partially diluted basis, assuming the exercise of all Oracle warrants.

The issuance is classified as a "related party transaction" under Multilateral Instrument 61-101. The company intends to rely on specific exemptions from minority shareholder approval under section 5.5(a) and formal valuation requirements under section 5.7(1)(a), as the consideration does not exceed 25% of the company's market capitalization. The proceeds from the offering will be used for general corporate purposes and will not fund transactions requiring TSX Venture Exchange approval.

The transaction is subject to the receipt of all necessary approvals, including approval from the TSX Venture Exchange. Securities issued in the offering are subject to a four-month and one-day regulatory hold period from the date of issuance. The company may also pay finders' fees in cash and/or finder's units in accordance with TSX Venture Exchange policies.