Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - Oracle Commodity Holding Corp. (TSXV: ORCL) (OTCQB: ORLCF) ("Oracle" or the "Company") and CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech") announce that Oracle and U.S. Fluorspar LLC ("USF"), CleanTech's 100%-owned subsidiary, have executed a second amending agreement effective October 2, 2025 (the "Second Amending Agreement") to the net smelter return royalty agreement dated August 11, 2025, as amended August 27, 2025 (the "Royalty Agreement").
The Second Amending Agreement expands the Royalty Agreement to include the Quarant Fluorspar Project in Kentucky, operated by USF.
Under the Royalty Agreement, as amended, Oracle is entitled to a 2% net smelter return royalty on minerals produced and sold from the properties included in the Royalty Agreement (the "Properties"), subject to a minimum of US$6 per tonne of minerals sold.
In consideration, Oracle has agreed to pay USF, upon TSX Venture Exchange ("TSXV") approval of the Royalty Agreement and the Second Amending Agreement, non-refundable cash payments equal to 20% of the cash consideration that USF has paid, pays, or will pay to the vendors to acquire the Properties under various agreements (the "Matching Payments"). For clarity, Oracle is only required to make Matching Payments once USF has made actual cash payments to the vendors. Failure by Oracle to make a valid Matching Payment within 30 days of a bona fide request from USF will result in termination of the Royalty Agreement.
In the case of Quarant Fluorspar Project, Oracle will pay USF 20% of US$210,000 over 2 years. The schedule of payments is detailed in CleanTech's Quarant acquisition news release dated October 8, 2025.
The full terms of the Royalty Agreement, as amended, are set out in the Company's news releases dated August 12, 2025 and August 29, 2025.
Oracle is a control person of CleanTech, holding 42,799,502 common shares of CleanTech. As such, CleanTech and Oracle are related parties to each other within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). CleanTech and Oracle each intend to rely on available exemptions from the formal valuation and minority approval requirements of MI 61-101 (and Policy 5.9 of the TSXV).
About Oracle Commodity Holding Corp.
Oracle Commodity Holding Corp. is a mining royalty company holding royalties on several precious metal and critical mineral mining projects.
Further information on Oracle Commodity can be found at www.oracleholding.com.
ORACLE COMMODITY HOLDING CORP.
ON BEHALF OF THE BOARD
"Jason Powell"
CEO
For more information about Oracle Commodity, please contact:
Email: info@oracleholding.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 Oracle'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 news releases includes but is not limited to closing of the Royalty Agreement and the Second Amending Agreement and Oracle making any payments under the Royalty Agreement to keep it in good standing.
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: receiving stock exchange listing approval and ability to meet customary conditions for listing; market conditions and investor sentiment to invest in a new investment business with a limited trading history; changes in business plans; ability to secure sufficient financing to advance the Company's investment business; 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269633
SOURCE: Oracle Commodity Holding Corp.
