Cleantech Announces Amended and Restated Royalty Agreement for Its Gibellini Vanadium Mine Project

Rhea-AI Summary

Cleantech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) has announced an amended royalty agreement with Oracle Commodity Holding Corp. for the Gibellini Vanadium Mine Project in Eureka County, Nevada. The key modification removes the previous USD 12/lb vanadium pentoxide (V2O5) threshold requirement for royalty payments, making the 2% royalty payable without conditions.

As consideration, Oracle will pay Cleantech CAD 200,000 in two installments: CAD 75,000 already paid and CAD 125,000 when V2O5 prices exceed USD 12/lb for 180 consecutive days. The project has received BLM approval through a Record of Decision on its Environmental Impact Statement in October 2023, along with several state permits required for construction.

Positive

• Removal of V2O5 price threshold enables immediate royalty payments
• Secured BLM approval and state permits for construction
• Additional CAD 200,000 payment from Oracle

Negative

• Future payment of CAD 125,000 contingent on V2O5 prices exceeding USD 12/lb for 180 days

Vancouver, British Columbia--(Newsfile Corp. - March 20, 2025) - Cleantech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("Cleantech" or the "Company") and Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle") are pleased to announce the execution of an Amended and Restated Royalty Agreement (the "Amended Agreement") dated March 3, 2025, among Oracle, Nevada Vanadium LLC, and Nevada Vanadium Holding Corp., which amends the original royalty agreement dated August 25, 2021 pursuant to which Oracle holds a 2% royalty on Cleantech's Gibellini Vanadium Mine Project (the "Gibellini Vanadium Mine Project") in Eureka County, Nevada (the "Original Royalty"). The Bureau of Land Management ("BLM") published a Record of Decision approving the Environmental Impact Statement for the Company's proposed Gibellini Vanadium Mine Project in October 2023. The Gibellini Vanadium Mine Project has also received many of the state permits required to start construction.

Key Terms of the Amended Agreement

• Removal of Royalty Payment Threshold: The previously established vanadium pentoxide (V2O5) threshold price of USD 12/lb required to trigger the royalty payments under the Original Royalty has been removed. Pursuant to the Amended Agreement, the 2% royalty is now payable to Oracle without any threshold requirement.

• Consideration: As consideration for entering into the Amended Agreement, Oracle must pay Cleantech aggregate consideration of CAD 200,000 as follows:

  • CAD 75,000 (already paid); and

  • CAD 125,000 upon V2O5 prices exceeding USD 12/lb for 180 consecutive days.

• Guarantee: Cleantech and Nevada Vanadium Mining Corp., the parent companies of Nevada Vanadium LLC and Nevada Vanadium Holding Corp., will guarantee all future royalty payments.

The parties entered into the Amended Agreement to streamline the royalty structure and clarify payment obligations.

About Cleantech Vanadium Mining Corp.

Cleantech is an exploration-stage mining company focused on vanadium and critical mineral resources. The Company owns a 100% interest in the Gibellini Vanadium Mine Project in Nevada, United States.

Further information on Cleantech can be found at www.cleantechvanadium.com.

CLEANTECH VANADIUM MINING CORP.

ON BEHALF OF THE BOARD

John Lee
Chief Executive Officer

For more information about Cleantech, please contact:

Suite 1008 - 409 Granville Street
Vancouver, BC V6C 1T2
Phone: 1.877.664.2535
Email: info@cleantechvanadium.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-Looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Such forward-looking information, which reflects management's expectations regarding Cleantech's future growth, results of operations, performance, business prospects and opportunities, is based on certain factors and assumptions and involves known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking information. Forward-Looking information in this and other news releases includes the potential for the Royalty to be payable, the payment of CAD 125,000 in additional consideration and the requirement for Cleantech or Nevada Vanadium Mining Corp. and the ability to enforce any Guarantee provided over the future royalty payments.

Forward-Looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance, events or results, and may not be indicative of whether such events or results will actually be achieved. A number of risks and other factors could cause actual results to differ materially from expected results discussed in the forward-looking information, including but not limited to: changes in operating plans; ability to secure sufficient financing to advance the Gibellini Vanadium Mine Project; conditions impacting the Company's ability to develop the Gibellini Vanadium Mine Project, such as unfavourable weather conditions, development of an exploration plan, maintaining existing permits and receiving any new permits required for the Gibellini Vanadium Mine Project, and other conditions impacting development generally; maintaining cordial business relations with strategic partners including any Indigenous communities and contractual counter-parties; meeting regulatory requirements and changes thereto; risks inherent to mineral resource estimation, including uncertainty as to whether mineral resources will be further developed into mineral reserves; political risk in the jurisdictions where the Project is located; commodity price variation; and general market, industry and economic conditions. Additional risk factors are set out in the Company's latest annual and interim management discussion and analysis, available on SEDAR+ at www.sedarplus.ca.

Forward-Looking information is based on reasonable assumptions by management as of the date of this news release, and there can be no assurance that actual results will be consistent with any forward-looking information included herein. Readers are cautioned that all forward-looking statements in this news release are made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking information in this news release to reflect circumstances or events that occur after the date of this news release, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/245392

FAQ

What are the key changes in CTVFF's amended royalty agreement for the Gibellini Vanadium Mine?

The main change removes the USD 12/lb V2O5 price threshold requirement, making the 2% royalty payable without conditions. Oracle will pay CAD 200,000 in consideration.

How much will Oracle pay Cleantech (CTVFF) under the new royalty agreement?

Oracle will pay CAD 200,000 total: CAD 75,000 already paid and CAD 125,000 when V2O5 prices exceed USD 12/lb for 180 consecutive days.

What regulatory approvals has CTVFF's Gibellini Vanadium Project received?

The project received BLM approval via Record of Decision on its Environmental Impact Statement in October 2023 and multiple state permits for construction.

When was the original royalty agreement for CTVFF's Gibellini Project established?

The original royalty agreement was established on August 25, 2021.