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.
• Oracle will make non‑refundable cash payments totalling US$184,000 over four years to U.S. Fluorspar LLC (USF), with the first payment of US$5,820 due upon TSX‑V approval.
• The amendment establishes a 2 % NSR royalty on minerals sold from the Pope properties, with a minimum royalty floor of US$6 per tonne.

Key Details

• Amending Agreement Effective Date: 27 August 2025 (original agreement dated 11 Aug 2025).
• Royalty Terms: 2 % net smelter return payable to Oracle; minimum royalty of US$6/tonne of minerals sold from the Pope fluorspar properties.
• Cash Consideration: Oracle to pay USF non‑refundable cash equal to 20 % of the cash consideration USF paid (or will pay) to the former owner of the Pope properties, amounting to US$184,000 over four years.
• First Payment: US$5,820 payable by Oracle to USF after TSX‑V approval of the amendment.
• Pope Fluorspar Properties Description: 15 mineral‑rights parcels covering ~970 acres across the 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 account for most domestic consumption, with prices rising from US$300/tonne (2020) to >US$470/tonne (2025).
• Related‑Party Status: Oracle holds 42,799,502 Cleantech common shares and is a control person; both parties intend to rely on exemptions under MI 61‑101 and TSX‑V Policy 5.9.
• Qualified Person: Technical information reviewed by Carlos Zamora, CPG (independent qualified person per NI 43‑101).

Notable Quotes

(No direct quotes provided in the release.)