17:11:21 EDT Mon 26 Oct 2026
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CleanTech Provides Update on Robinson-Lasher Asset Sale Transaction

2026-10-26 15:55 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - October 26, 2026) - CleanTech Vanadium Mining Corp. (TSXV: CTV) (OTCQB: CTVFF) ("CleanTech" or the "Company") is pleased to provide an update with respect to the proposed sale of the Company's Robinson-Lasher zinc-germanium-gallium deposit (the "Robinson-Lasher Project") to Silver Elephant Mining Corp. ("Silver Elephant"), as previously disclosed in news releases dated June 12, 2026 and September 14, 2026 (the "Transaction").

Pursuant to the asset purchase agreement (the "Asset Purchase Agreement") entered into among the Company, Silver Elephant and U.S. Fluorspar LLC (the "Vendor" or "Subsidiary"), a wholly owned subsidiary of the Company, Silver Elephant is required to pay to the Company an aggregate of US$1,255,000 in a series of cash payments as partial consideration for the purchase of the Robinson-Lasher Project, ending on or before September 1, 2029. The Company confirms that on September 17, 2026, the Company received the first cash payment of US$85,000 from Silver Elephant. Silver Elephant is also required to issue to the Company 6,300,000 common shares of Silver Elephant at a deemed price of $0.13 per share, which were issued on October 23, 2026. No finder's fees are payable in connection with the Transaction. Silver Elephant is required to commit a minimum of US$2,000,000 in exploration expenditures on the Robinson-Lasher Project and prepare an independent National Instrument 43-101 technical report. Please refer to the Company's news release dated June 12, 2026 for a summary of the terms of the Transaction.

As a condition to the closing of the Transaction and the transfer of title to the Robinson-Lasher Project to Silver Elephant, the Company, through its Subsidiary, is required to exercise its option pursuant to an option agreement dated August 7, 2025 (the "Option Agreement") between the Subsidiary and an arm's-length third-party private entity (the "Optionor"). Under the Option Agreement, the Subsidiary holds an option to acquire a package of fluorspar mining projects totaling approximately 7,180 acres in Kentucky and Illinois, USA (the "Fluorspar Projects"), which includes the Robinson-Lasher Project.

Pursuant to the Option Agreement, the key terms required to exercise the option and transfer title are as follows:

  • Overall Purchase Consideration: The Optionor agreed to sell the Fluorspar Projects for a total purchase price of US$4,000,000 (the "Purchase Price"), payable as follows:
    • US$250,000 upon Option Agreement signing (paid);
    • US$250,000 on or before September 1, 2026 (paid);
    • US$250,000 on or before September 1, 2027;
    • US$250,000 on or before September 1, 2028; and
    • US$3,000,000 on or before September 1, 2029.
  • Group Purchase Election: The Fluorspar Projects are divided into two property groups. The Subsidiary has the option to acquire both groups for the full Purchase Price or acquire any single group (including the group containing the Robinson-Lasher Project) for a total consideration of US$2,250,000.

  • Net Exercise Amount: If the Subsidiary exercises its option for a single chosen group, the total payment required is US$2,250,000 less any amounts paid under the Option Agreement prior to the exercise date.

Upon the Company fulfilling all of the terms of the Option Agreement and Silver Elephant fulfilling all of the conditions to closing under the Asset Purchase Agreement, title to the Robinson-Lasher Project will transfer to Silver Elephant.

Under the TSX Venture Exchange ("TSXV") policies, the Transaction is considered a "Non-Arm's Length Parties" transaction (as that term is defined in the Policies of the TSXV). John Lee is the Chief Executive Officer and a director of each of the Company and Silver Elephant. Greg Hall is a director of both the Company and Silver Elephant. Andrew Yau is the Chief Financial Officer of the Company and Silver Elephant. Tiffany Khoo is the Corporate Secretary of the Company and Silver Elephant. Mr. Ronny Motz is an insider of both the Company and Silver Elephant as he holds, as of July 28, 2026, the date of the information circular relating to the shareholder meeting at which the Transaction was approved, 10.55% of the Common Shares of the Company and 17.18% of the common shares of Silver Elephant. As the transaction is a Non-Arm's Length Party transaction and the Company has not provided evidence of value to the TSXV in the method prescribed by the TSXV in respect of the value of the Robinson-Lasher Project, the TSXV required the Company to obtain approval for the Transaction from a simple majority of disinterested Shareholders, which was obtained.

About CleanTech Vanadium Mining Corp.

CleanTech is a mining company focused on critical mineral resources in the USA. 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

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 closing of the Transaction and receipt of final approval of the TSXV and other approvals.

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: the risk that the Transaction may not close on the terms currently contemplated or at all; the risk that the conditions precedent to closing will not be satisfied or waived, including receipt of required board, final stock exchange, court or regulatory approvals, the risk that CleanTech may not duly exercise or complete its acquisition rights under the option to purchase related to the Robinson-Lasher Project; risks relating to title, option, permitting, exploration and development matters affecting the Robinson-Lasher Project; commodity price fluctuations; financing risks; and general market, industry, 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.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/321044

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