Vancouver, British Columbia–(Newsfile Corp. – July 6, 2026) – CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) (“CleanTech” or the ”Company”) announces that it has amended the terms of its previously announced non-brokered private placement (the “Offering”) to raise gross proceeds of up to $1,320,000 through the sale of up to 12,000,000 units (the “Units”) at a price of $0.11 per unit. Each Unit consists of one common share of the Company (each, a “Share”) and one full transferable common share purchase warrant (each, a “Warrant”) entitling the holder to purchase one additional Share at a price of $0.15 per Share for a period of three (3) years from the date of issuance.
Insiders of the Company (the “Insiders”) will be subscribing for up to 3,000,000 Units for gross proceeds of up to $330,000. The issuance of Units to the Insiders will be considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
As part of this insider participation, Oracle Commodity Holding Corp. (“Oracle”), an insider and control person of the Company, has agreed to subscribe for 1,000,000 Units for gross proceeds of $110,000 under the Offering. Prior to the closing of the Offering, Oracle held 42,799,502 common shares of the Company, representing approximately 28.28% of the issued and outstanding common shares. Upon closing of the Offering, Oracle will hold 43,799,502 common shares and a total of 1,000,000 common share purchase warrants, representing approximately 26.82% of the issued and outstanding common shares of the Company on an undiluted basis, and approximately 27.26% on a partially diluted basis, assuming the exercise of all warrants held by Oracle.
The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the “related-party transactions” under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating Insiders nor the consideration to be paid by such Insiders is anticipated to exceed 25 percent of the Company’s market capitalization. The Company will file a material change report in respect of the related party transaction.
The Company may elect to pay finders’ fees, which may consist of cash and/or finder’s units, to certain eligible finders in accordance with the policies of the TSX Venture Exchange.
The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The securities issued under the Offering, including any Finder’s Units, will be subject to a regulatory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.
The Company intends to use the net proceeds of the Offering for general corporate purposes and will not use the proceeds of the Offering to fund any transaction requiring approval of the TSX Venture Exchange.
About CleanTech Vanadium Mining Corp.
CleanTech is a mining company focused on discovering, producing, and supplying critical mineral resources from within and to the United States. The Company has an option to acquire more than 17,550 acres of mineral rights with historic Fluorspar resources across multiple projects in the Illinois-Kentucky Fluorspar District. CleanTech also owns a 100% interest in the Gibellini Vanadium Mine Project in Nevada.
Further information on CleanTech can be found at www.cleantechctv.com.
CLEANTECH VANADIUM MINING CORP.
ON BEHALF OF THE BOARD
“John Lee”
Chief Executive Officer
For more information about CleanTech, please contact:
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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding CleanTech’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve 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 statements. Forward-looking information in this news release includes the expected gross proceeds of the Offering, use of proceeds raised from the Offering, and the participation in the Offering by certain insiders, directors, and control persons of the Company, and the amount of such participation.
Forward-looking statements involve significant risks and uncertainties, and should not be read as guarantees 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 statements, including but not limited to: market conditions and investor sentiment; changes in business plans; ability to secure sufficient financing to advance the Company’s mining and exploration projects; and general market and economic conditions. Additional risk factors are set out in the Company’s latest annual and interim management’s discussion and analysis, available on SEDAR at www.sedarplus.ca.
Forward-looking statements are 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 statements 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 statements 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.
