CleanTech and Oracle Amend Royalty Agreement to Include Quarant Fluorspar Project in Kentucky Fluorspar District

Executive Summary

• CleanTech Vanadium Mining Corp. and Oracle Commodity Holding Corp. executed a Second Amending Agreement to their Net Smelter Return (NSR) royalty agreement, expanding the royalty to include the Quarant Fluorspar Project in Kentucky.
• Under the amendment, Oracle will make “Matching Payments” equal to 20 % of US$210,000 (i.e., US$42,000) over a two‑year period, payable after CleanTech’s subsidiary U.S. Fluorsart LLC makes cash payments to vendors for the property acquisition.
• The agreement is subject to TSX Venture Exchange approval and relies on exemptions from formal valuation and minority‑shareholder approval requirements under MI 61‑101.

Key Details

• Parties: CleanTech Vanadium Mining Corp. (TSXV: CTV) – “CleanTech”; Oracle Commodity Holding Corp. (TSXV: ORCL) – “Oracle”.
• Amending Agreement Effective Date: October 2, 2025.
• Scope Expansion: Royalty now covers the Quarant Fluorspar Project in Kentucky, operated by CleanTech’s wholly‑owned subsidiary U.S. Fluorsart LLC (“USF”).
• Royalty Terms (as amended): Oracle entitled to a 2 % NSR royalty on minerals produced and sold from all properties covered, with a minimum of US$6 per tonne sold.
• Matching Payments:
• Oracle will pay USF 20 % of the cash consideration that USF actually pays to vendors for acquiring the Quarant Fluorspar Project.
• For Quarant, this equals 20 % of US$210,000 = US$42,000, payable over two years.
• Payments are triggered only after USF makes actual cash payments to vendors; failure to pay within 30 days of a bona‑fide request results in termination of the royalty agreement.
• Approval Conditions: Payments are contingent upon TSX Venture Exchange approval of both the original Royalty Agreement and this Second Amending Agreement.
• Related‑Party Status: Oracle holds 42,799,502 CleanTech common shares, making it a control person; both parties will rely on exemptions from MI 61‑101 valuation and minority‑shareholder approval requirements (and Policy 5.9 of the TSXV).
• Reference Documents: Full terms previously disclosed in CleanTech news releases dated August 12, 2025 and August 29, 2025; acquisition details in CleanTech’s Quarant acquisition release dated October 8, 2025.

Notable Quotes

(No direct quotes were provided in the release.)