CleanTech Announces $500,000 Private Placement

CleanTech plans to raise $500,000 via a private placement, with heavy insider participation.

What the company is saying

CleanTech Vanadium Mining Corp. is announcing a non-brokered private placement to raise up to $500,000 through the sale of up to 5,000,000 units at $0.10 per unit. Each unit includes one common share and one transferable warrant, exercisable at $0.15 for three years. The company highlights that insiders are expected to subscribe for up to 4,000,000 units, totaling $400,000, and frames this as a related party transaction under MI 61-101. CleanTech emphasizes compliance by stating it will rely on exemptions from minority shareholder approval and formal valuation, as the insider portion is below 25% of market capitalization. The company will file a material change report and may pay finders' fees in line with TSX Venture Exchange rules. All securities will be subject to a four-month and one day hold period. The stated use of proceeds is for general working capital. The release also reminds investors of CleanTech's option on over 17,550 acres of mineral rights in the Illinois-Kentucky Fluorspar District and its 100% ownership of the Gibellini Vanadium Mine Project in Nevada. John Lee is named as CEO.

What the data suggests

The offering targets gross proceeds of up to $500,000 from up to 5,000,000 units at $0.10 each, with each unit carrying a warrant exercisable at $0.15 for three years. Insiders are expected to account for up to 80% of the raise, subscribing for up to 4,000,000 units and $400,000. The related party transaction triggers MI 61-101, but the company expects to use exemptions as the insider portion is below 25% of market capitalization. No actual funds have been raised yet; the transaction is subject to TSX Venture Exchange approval and other conditions. The company may pay finders' fees, but no amounts or recipients are specified. All securities will be restricted for four months and one day. The only stated use of proceeds is general working capital, with no breakdown or project allocation. CleanTech holds an option on more than 17,550 acres of mineral rights with historic Fluorspar resources and owns 100% of the Gibellini Vanadium Mine Project in Nevada. No operational, resource, or financial performance figures are disclosed beyond the financing terms.

Analysis

The announcement is a factual disclosure of a proposed non-brokered private placement, detailing the terms, insider participation, regulatory context, and intended use of proceeds. The language is proportionate and avoids promotional or exaggerated claims, focusing on the mechanics of the offering and compliance with securities regulations. While several statements are forward-looking (e.g., expected insider participation, reliance on exemptions, intended use of proceeds), these are standard for a financing announcement and do not overstate potential benefits or outcomes. No immediate operational or financial benefits are claimed, and there is no discussion of project advancement, profitability, or near-term milestones. The capital raise is modest in scale and is not paired with any claims of transformative impact or long-term, uncertain returns. The disclosure is routine and regulatory in nature, with no evidence of narrative inflation.

Risk flags

• ●The offering is subject to regulatory approval, including from the TSX Venture Exchange, and there is no assurance that all conditions will be met or that the full $500,000 will be raised. This creates uncertainty about the company's near-term funding position.
• ●Insider participation is expected to account for up to 80% of the raise, which could signal strong internal support but also raises governance and related party transaction risks. The company is relying on exemptions from minority shareholder approval and formal valuation, which may concern some investors.
• ●The use of proceeds is only described as general working capital, with no project-specific allocation or timeline for deployment, making it difficult for investors to assess the direct impact on asset advancement or value creation.

Bottom line

CleanTech Vanadium Mining Corp. is seeking up to $500,000 in new capital through a private placement, with insiders expected to provide the majority of funds. The structure is routine for a junior mining company, but the heavy insider participation and reliance on regulatory exemptions for related party transactions add governance complexity. The raise is not yet complete and is subject to exchange approval, so there is execution risk on both timing and amount. Proceeds are earmarked for general working capital, with no detail on how funds will advance specific projects. Investors should view this as a standard financing step with modest scale and limited immediate operational impact; the most important takeaway is that CleanTech's near-term funding depends on this placement's completion and regulatory clearance.

Announcement summary

(TSXV: CTV, OTCQB: CTVFF) CleanTech Vanadium Mining Corp. announced a non-brokered private placement (the "Offering") to raise gross proceeds of up to $500,000 through the sale of up to 5,000,000 units at a price of $0.10 per unit. Each unit will consist of one common share and one transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional share at an exercise price of $0.15 per share for a period of three years from the date of issuance. Insiders of the company are expected to subscribe for up to 4,000,000 units for aggregate gross proceeds of up to $400,000. The issuance of units to insiders is considered a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the units to be acquired by participating insiders nor the consideration to be paid by such insiders are anticipated to exceed 25 percent of the company's market capitalization. A material change report will be filed in respect of the related party transaction. The company may elect to pay finders' fees to certain eligible finders in accordance with TSX Venture Exchange policies. The offering is subject to certain conditions, including the receipt of all necessary approvals, including approval of the TSX Venture Exchange. All securities issued in connection with the offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The company intends to use the proceeds from the offering for general working capital purposes. CleanTech Vanadium Mining Corp. 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. The company also owns a 100% interest in the Gibellini Vanadium Mine Project in Nevada. John Lee is the Chief Executive Officer of CleanTech Vanadium Mining Corp.

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