CleanTech Vanadium Mining Corp.
(Formerly Flying Nickel Mining Corp.)
Consolidated Financial Statements

For the Year Ended
March 31, 2025

(Expressed in Canadian Dollars)

Mao & Ying LLP
CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of CleanTech Vanadium Mining Corp. (formerly Flying Nickel Mining Corp.)

Opinion

We have audited the consolidated financial statements of CleanTech Vanadium Mining Corp. (formerly Flying Nickel Mining Corp.) (the "Company"), which comprise the consolidated statements of financial position as at March 31, 2025 and 2024, and the consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by international Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in this report.

Impairment Assessment of Exploration and Evaluation ("E&E") Assets

As described in Note 8 to the consolidated financial statements, the carrying amount of the Company's E&E assets was $8,649,795 as at March 31, 2025. As more fully described in Note 2(d) to the consolidated financial statements, management assesses E&E assets for indicators of impairment at each reporting period.

The principal considerations for our determination that the assessment of impairment of the E&E assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E assets.

Our audit procedures included, among others:

Evaluating management's assessment of impairment indicators;
Evaluating the intent for the E&E assets through discussion and communication with management;

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

Reviewing the Company's recent expenditure activity; and
- Obtaining supporting of title to ensure mineral rights underlying the E&E Assets are in good standing.

Accounting for Asset Acquisition and Allocation to Exploration and Evaluation Asset

During the year, the Company completed the acquisition of Nevada Vanadium Mining Corp. (Note 4) involving an exploration and evaluation ("E&E") asset. The acquisition was accounted for as an asset acquisition rather than a business combination, in accordance with IFRS requirements. The total consideration was allocated to the identifiable assets acquired and liability assumed based on their fair values. Due to the early-stage nature of the E&E asset and the lack of observable market data, management was unable to reliably determine its fair value. As a result, the purchase consideration was first allocated to the assets and liabilities for which fair values could be reliably determined, with the residual amount allocated to the E&E asset.

We identified this as a key audit matter due to the significant judgment involved in determining the appropriate accounting treatment under IFRS, the complexity of allocating purchase price, and the impact of the residual value method on the recognition and measurement of the E&E asset.

Our audit procedures included, among others:

Evaluating management's assessment that the transaction did not meet the definition of a business under IFRS 3 - Business Combinations;
Assessing the methodology used by management to determine the fair values of the identifiable assets acquired and liabilities assumed;
Testing the mathematical accuracy of the purchase price allocation and evaluating whether the allocation was consistent with the stated accounting policy;
Evaluating the appropriateness of the residual value method used to determine the value assigned to the E&E asset, including consideration of supporting evidence and the lack of reliable fair value inputs; and
Reviewing the related disclosures in the financial statements for consistency with IFRS requirements.

Other Information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Linda Zhu.

Vancouver, Canada
June 27, 2025
Maod Ying LLP
Chartered Professional Accountants

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	March 31, 2025 ($)	March 31, 2024 ($)
Assets
Current assets
Cash	3,665,845	53,154
Term deposit	57,500	57,500
Receivables	20,888	106,101
Prepaid expenses (note 12)	53,129	81,553
Due from related parties (note 12)	12,277	1,926,808
Total current assets	3,809,639	2,225,116
Non-current assets
Exploration and evaluation asset (note 8)	8,649,795	20,972,961
Land (note 5)	3,732,468	-
Buildings and structures (note 7)	666,608	-
Equipment (note 6)	6,058	-
Intangible assets	16,056	-
Total assets	16,880,624	23,198,077
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities (note 12)	619,376	481,448
Derivative liability (note 10)	89,980	-
Promissory note (note 9)	4,054,397	-
Total liabilities	4,763,753	481,448
Shareholders’ Equity
Share capital (note 11)	29,686,446	26,191,149
Reserves (note 11)	2,954,017	2,548,578
Accumulated other comprehensive income	387,173	-
Deficit	(20,910,765)	(6,023,098)
Total equity	12,116,871	22,716,629
Total liabilities and equity	16,880,624	23,198,077

Nature of Operations and Going Concern (note 1)

Subsequent Events (note 19)

Approved on behalf of the Board:

"John Lee"
John Lee, Director and Chairman

"Greg Hall"
Greg Hall, Director

The accompanying notes form an integral part of these consolidated financial statements.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in Canadian Dollars)

Year Ended
	March 31, 2025
($)	March 31, 2024
($)
General and Administrative Expenses
Amortization (note 6 and 7)	37,181	-
Advertising and promotion	16,128	23,455
Consulting (note 12)	239,582	183,345
Directors’ fee (note 12)	85,600	85,400
Insurance	106,654	42,226
Office and administration	87,536	47,003
Professional fees	436,316	234,893
Salaries and benefits (note 12)	864,989	298,207
Share-based payments (notes 11, 12)	156,316	429,618
Stock exchange and shareholder services	196,735	174,342
Travel and accommodation	16,564	47,454
	(2,243,601)	(1,565,943)
Other Items
Impairment of exploration and evaluation asset (note 8)	(12,090,045)	-
Loss on sale of exploration and evaluation asset (note 8)	(591,873)	-
Loss on sale of land (note 5)	(65,436)	-
Finance expense (note 9)	(153,765)	-
Fair value gain on derivative liability (note 10)	137,055	-
Other income (note 5)	147,964	-
Foreign exchange loss	(27,966)	(3,797)
Net loss for the year	(14,887,667)	(1,569,740)
Other comprehensive income:
Foreign currency translation	387,173	-
Comprehensive loss for the year	(14,500,494)	(1,569,740)
Loss per share
Basic and diluted	(0.12)	(0.02)
Weighted average number of common shares outstanding:
Basic and diluted	125,127,229	78,670,625

The accompanying notes form an integral part of these consolidated financial statements.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

	Number of Shares	Share Capital ($)	Reserves^{1} ($)	AOCI^{2} ($)	Deficit ($)	Total ($)
Balance, April 1, 2023	67,788,620	24,288,676	2,092,775	-	(4,453,358)	21,928,093
Private placements (note 11(b))	19,650,185	1,839,873	-	-	-	1,839,873
Shares issued to settle liabilities	626,000	62,600	-	-	-	62,600
Share-based payments (note 11(c))	-	-	455,803	-	-	455,803
Net loss	-	-	-	-	(1,569,740)	(1,569,740)
Balance, March 31, 2024	88,064,805	26,191,149	2,548,578	-	(6,023,098)	22,716,629
Nevada Vanadium Acquisition (notes 4 and 11(b))	65,893,359	3,953,602	237,394	-	-	4,190,996
Cancellation of shares in connection with Minago Project Sale (notes 8 and 11)	(17,561,862)	(790,284)	-	-	-	(790,284)
Private placements (note 11(b))	5,993,000	290,650	9,000	-	-	299,650
Finder's Fees (note 11(b))	7,000	-	-	-	-	-
Shares issued for services (notes 11 (b) and 12)	1,536,007	41,329	-	-	-	41,329
Share-based payments (note 11(c))	-	-	159,045	-	-	159,045
Net loss	-	-	-	-	(14,887,667)	(14,887,667)
Other comprehensive income	-	-	-	387,173	-	387,173
Balance, March 31, 2025	143,932,309	29,686,446	2,954,017	387,173	(20,910,765)	12,116,871

1 Stock options and warrants
2 Accumulated Other Comprehensive Income

The accompanying notes form an integral part of these consolidated financial statements.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

Year Ended
	March 31, 2025
($)	March 31, 2024
($)
Operating Activities
Net loss for the year	(14,887,667)	(1,569,740)
Items not involving cash
Amortization (notes 6 and 7)	37,181	-
Finance expense (note 9)	153,765	-
Fair value gain in derivative liabilities (note 10)	(137,055)	-
Share-based payments (note 11(c))	156,316	429,618
Impairment of exploration and evaluation asset (note 8)	12,090,045	-
Loss on sale of exploration and evaluation asset (note 8)	591,873	-
Loss on sale of land (note 5)	65,436	-
Gain from reversal of penalty included in other income	(140,784)	-
	(2,070,890)	1,140,122
Changes in non-cash working capital
Receivables	95,298	63,518
Prepaid expenses	89,760	54,533
Due from related parties	(391,070)	(537,532)
Accounts payable and accrued liabilities	(1,409,764)	376,769
Cash used in operating activities	(3,686,666)	(1,182,834)
Investing Activities
Exploration and evaluation assets (note 8)	(1,024,652)	(947,615)
Sale of asset (note 8)	8,000,000	-
Cash acquired through Nevada Vanadium Acquisition (note 4)	19,645	-
Sale of land (note 5)	42,633	-
Purchase of Intangible asset	(16,056)	-
Cash from (used in) investing activities	7,021,570	(947,615)
Financing Activities
Proceeds from share issuance (note 11(b))	299,650	1,839,873
Promissory note payment (note 9)	(24,328)	-
Cash from financing activities	275,322	1,839,873
Effect of foreign exchange on cash	2,465	-
Increase (decrease) in cash	3,612,691	(290,576)
Cash, beginning of year	53,154	343,730
Cash, end of year	3,665,845	53,154

Supplemental cash flow information (note 14)

The accompanying notes form an integral part of these consolidated financial statements.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

1. Nature Of Operations and Going Concern

CleanTech Vanadium Mining Corp. (formerly Flying Nickel Mining Corp.) (the "Company", "CleanTech" or "Flying Nickel") is a mining and exploration company focused on its flagship Gibellini vanadium project (the "Gibellini Project") in Nevada, USA. On November 1, 2024, the Company changed its name from Flying Nickel Mining Corp. to CleanTech Vanadium Mining Corp.

The Company was incorporated on December 21, 2020, under the laws of the province of British Columbia, Canada and maintains its registered and records office at Suite 1008 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2.

On January 14, 2022, Silver Elephant Mining Corp. ("Silver Elephant") completed a strategic reorganization of its business through a statutory plan of arrangement (the "Silver Elephant Arrangement") under the Business Corporations Act (British Columbia) pursuant to which certain assets of Silver Elephant were spun-out to the Company. On August 16, 2024, the Company acquired the Gibellini Project through the acquisition of Nevada Vanadium Mining Corp. ("Nevada Vanadium") (note 4).

The Company's common shares are publicly listed on the TSX Venture Exchange under the symbol "CTV" and on the Frankfurt Stock Exchange under the symbol "C9R" and are quoted on the OTCQB under the symbol "CTVFF".

These consolidated financial statements have been prepared under the assumption that the Company is a going concern, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. As at March 31, 2025 (the "Financial Position Date"), the Company had a deficit of $20,910,765 (March 31, 2024 - $6,023,098). The operations of the Company have been primarily funded by the issuance of capital stock.

The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties, complete sufficient public equity financings or generate profitable operations in the future. These material uncertainties may cast significant doubt on the entity's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.

2. Basis Of Presentation

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

These consolidated financial statements were approved by the Board of Directors and authorized for issue on June 27, 2025.

(b) Basis of Measurement

These consolidated financial statements have been prepared on a historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Certain amounts in the prior period have been reclassified to conform with the presentation in the current period.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

2. Basis Of Presentation - continued

c) Basis of Consolidation

Subsidiaries are all entities over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All intercompany balances, transactions, income and expenses, and profits or losses are eliminated on consolidation.

These consolidated financial statements include the accounts of the Company and its wholly owned material subsidiaries as follows:

Entity	Location	Project
Nevada Vanadium Mining Corp.^{1}	Canada	n/a
Nevada Vanadium Holding Corp.^{1}	Canada	Gibellini Project
Nevada Vanadium LLC	USA	Gibellini Project

1 Nevada Vanadium Mining Corp. and Nevada Vanadium Holding Corp. were amalgamated as one company under the name Nevada Vanadium Mining Corp. on April 9, 2025.

(d) Use of judgments and estimates

In preparing these financial statements, management makes judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Actual results may differ from these estimates.

Share-based compensation

The Company uses the Black-Scholes Option Pricing Model to determine the fair value of options in order to calculate share-based compensation expense. The Black-Scholes Option Pricing Model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company's shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

Asset acquisitions

The determination of whether an acquisition constitutes a business combination or an asset acquisition involves use of judgment. Management evaluates each acquisition to determine whether the integrated set of activities and assets acquired meets the definition of a business under IFRS 3 Business Combinations.

Impairment assessment of exploration and evaluation assets

The application of the Company's accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Basis Of Presentation - continued

All capitalized exploration and evaluation assets are monitored for indications of impairment at each reporting period. The Company considered the following facts and circumstances in determination if it should test exploration and evaluation assets for impairment:

(i) the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

(ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

(iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

(iv) sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by sale.

Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that deferred exploration expenditures are not expected to be recovered, impairment is charged to profit or loss. Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.

An impairment charge relating to an exploration and evaluation asset may be subsequently reversed when new exploration results or actual or potential proceeds on sale or farm-out of the property result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized. General exploration costs in areas of interest in which the Company has not secured rights are expensed as incurred.

The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

During the year ended March 31, 2025, the Company assessed for impairment indicators and partially impaired its exploration and evaluation asset (note 8).

3. Material Accounting Policy Information

(a) Foreign Currency Translation

The functional currency for each of the Company's subsidiaries is the currency of the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. Management has determined the functional currency of all entities to be the Canadian dollar except following material subsidiaries as noted below:

Entity	Location	Functional Currency
Nevada Vanadium LLC	USA	US Dollar

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

3. Material Accounting Policy Information - continued

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency differences arising on translation are recognized in profit or loss. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

At the end of each reporting period, assets and liabilities of the entities whose functional currency is not the Canadian dollar are translated at the rate of exchange at the statement of financial position date. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are reflected in other comprehensive income or loss for the year.

(b) Cash and cash equivalents

Cash consists of cash on hand and deposits in banks. Cash equivalent consists of highly liquid investments with an original maturity of three months or less. As at March 31, 2025 and 2024, the Company does not have cash equivalents.

(c) Short-term deposits

Short-term deposits are investments which are transitional or current in nature with an original maturity greater than three months.

(d) Asset acquisitions

Transactions that do not meet the definition of a business under IFRS 3 Business Combinations are accounted for as asset acquisitions. The total consideration is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date.

In determining the fair values of assets acquired, the Company uses observable market data and valuation techniques where available. In cases where the fair value of a particular asset, such as an exploration and evaluation asset, which cannot be reliably measured due to the early-stage nature of the project or lack of comparable market data, the Company applies the residual method. Under this approach, the total consideration is first allocated to the identifiable assets with reliably measurable fair values, and the residual amount is allocated to the less determinable assets. This accounting policy is applied consistently to all similar asset acquisitions and reflects management's best estimate of the appropriate cost allocation among the acquired assets.

(e) Exploration and evaluation asset(s)

Mineral property assets consist of exploration and evaluation costs. Costs directly related to the exploration and evaluation of resource properties are capitalized to mineral properties once the legal rights to explore the resource properties are acquired or obtained. These costs include acquisition of rights to explore, license and application fees, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource.

If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or management has determined an impairment in value, the property is written down to its recoverable amount. Mineral properties are reviewed at least annually for indicators of impairment and are tested for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

3. Material Accounting Policy Information – continued

From time to time, the Company acquires or disposes of properties pursuant to the terms of option agreements. Options are exercisable entirely at the discretion of the optionee and, accordingly, are recorded as mineral property costs or recoveries when the payments are made or received. After costs are recovered, the balances of the payments received are recorded as a gain on option or disposition of mineral property.

The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any material existing environmental issues related to any of its current or former properties that may result in material liability to the Company. Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company's operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.

The Company recognizes government grants in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate. Administration and overhead costs that are not directly attributable to a specific exploration area are charged to the statement of income.

(f) Impairment assessment of exploration and evaluation assets

(i) the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

(ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

(iv) sufficient data exists to indicate that, although development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by sale.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

3. Material Accounting Policy Information - continued

(g) Intangible assets

The Company's intangible asset(s) consists of internet domain name(s). A domain name is recognized as an intangible asset and is measured at cost less accumulated impairment losses, if any. Domain names are not amortized. The asset is tested for impairment annually, or more frequently if there are indicators that the asset may be impaired.

(h) Unit offerings

The proceeds from the issuance of units consisting of common shares and warrants are allocated first to common shares based on the market trading price of the common shares at the time the units are priced, and any excess is allocated to warrants.

(i) Share-based payments

The Company has a share purchase option plan and accounts for share-based payments using a fair value-based method with respect to all share-based payments to directors, officers, employees, and service providers. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or if such fair value is not reliably measurable, at the fair value of the equity instruments issued. The fair value is recognized as an expense or capitalized to mineral properties or property and equipment with a corresponding increase in option reserve. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of income (loss) over the remaining vesting period.

Upon the exercise of the share purchase option, the consideration received, and the related amount transferred from option reserve are recorded as share capital.

(j) Flow-through shares

Canadian Income Tax legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. The Company accounts for flow-through shares whereby the premium paid for the flow-through shares in excess of the market value of the shares without flow-through features at the time of issuance is credited to other liabilities and included in profit or loss at the same time the qualifying expenditures are made.

(k) Earnings (loss) per share

Basic loss/earnings per share is calculated using the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options and warrants. Under this method the dilutive effect on earnings per share is calculated presuming the exercise of outstanding options and warrants. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss/gain per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

3. Material Accounting Policy Information - continued

(I) Income tax

Income tax expense comprises current and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the year using tax rates enacted or substantively enacted at the reporting date.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(m) Financial instruments

The Company follows IFRS 9 – Financial Instrument (“IFRS 9”) to account for its financial instruments. IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or at fair value. The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments for principal and interest.

Under IFRS 9, financial assets are classified into one of three categories (i) amortized cost; (ii) fair value changes through other comprehensive income (“FVTOCI”); and (iii) fair value through profit or loss (“FVTPL”). Financial liabilities are into one of two categories: (i) amortized cost; and (ii) FVTPL.

Initial recognition

The classification is determined at initial recognition and depends on the nature and purpose of the financial asset. On initial recognition, all financial assets and financial liabilities are recorded at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case transaction costs are expensed as incurred.

Subsequent measurement of financial assets

Financial assets classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization from the effective interest method is included in finance income. Financial assets classified as FVTPL are measured at fair value with changes in fair values recognized in profit or loss. Equity investments designated as FVTOCI are measured at fair value with changes in fair values recognized in other comprehensive income (“OCI”). Dividends from that investment are recorded in profit or loss when the Company’s right to receive payment of the dividend is established unless they represent a recovery of part of the cost of the investment.

As at March 31, 2025 and March 31, 2024, the Company does not have any financial assets classified at FVTOCI.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

3. Material Accounting Policy Information – continued

Impairment of financial assets carried at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk of the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statement of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized

Subsequent measurement of financial liabilities

Financial liabilities classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization using the effective interest method is included in finance costs. Financial liabilities classified as FVTPL are measured at fair value with gains and losses recognized in profit or loss.

Derecognition of financial assets and financial liabilities

A financial asset is derecognized when the rights to receive cash flows from the asset have expired; or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third-party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Gains and losses on derecognition of financial assets and liabilities classified as amortized cost are recognized in profit or loss when the instrument is derecognized or impaired, as well as through the amortization process. Gains and losses on derecognition of equity investments designated as FVTOCI (including any related foreign exchange component) are recognized in OCI. Amounts presented in OCI are not subsequently transferred to profit or loss, although the cumulative gain or loss may be transferred within equity.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability. In this case, a new liability is recognized, and the difference in the respective carrying amounts is recognized in the statement of income.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without deduction for transaction costs. For financial instruments that are not traded in active markets, the fair value is determined using appropriate valuation techniques, such as using a recent arm's length market transaction between knowledgeable and willing parties, discounted cash flow analysis, reference to the current fair value of another instrument that is substantially the same, or other valuation models.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

3. Material Accounting Policy Information – continued

(n) Changes in Accounting Policies

Classification of liabilities as current or non-current (amendments to IAS 1)

The amendments aim to promote consistency in applying the requirements by helping entities determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.

The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendments were implemented by the Company effective April 1, 2024 and did not have a material impact on the Company's consolidated financial statements.

(o) Future Changes in Accounting Standards

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18"), the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

the structure of the statement of profit or loss;
required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information.

The Company is currently evaluating the impact of IFRS 18 on its consolidated financial statements.

Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's consolidated financial statements.

4. Acquisition of Nevada Vanadium

On August 16, 2024 (the "Acquisition Date"), the Company acquired Nevada Vanadium including its Gibellini Project (the "Nevada Vanadium Acquisition"). As consideration Nevada Vanadium shareholders received one (1) (the "Exchange Ratio") CleanTech common share for each Nevada Vanadium share held immediately prior to the effective time of the transaction. In total, the Company issued 65,893,359 common shares (note 11 (b)).

The Company has determined that the acquisition of Nevada Vanadium qualifies as an asset acquisition rather than a business combination. This determination was based on an assessment of the substance of the transaction, which did not meet the definition of a business as per IFRS 3 – Business Combinations. The acquisition primarily involved the purchase of identifiable assets without any associated substantive processes or outputs that would constitute a business.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Acquisition of Nevada Vanadium - continued

The Company determined the fair values of assets acquired as follows: 1) cash, receivables, prepaid expenses, accounts payable and accrued liabilities, promissory note and due to related parties are short term in nature and its carrying value approximates fair value; 2) Nevada Vanadium obtained independent appraisals on land, buildings and equipment when it originally acquired the Fish Creek Ranch on April 6, 2022 and management determined that these values remain representative of fair value as at the Acquisition Date, adjusted for applicable amortization and depreciation. This conclusion was supported by the absence of material changes in the property's use, location and local market conditions since the prior valuation; and 3) derivative liability itself is measured at fair value. However, due to the early-stage nature of the exploration and evaluation assets and lack of comparable market transactions, the fair value of the exploration and evaluation assets could not be reliably measured. As a result, the residual amount of the total purchase price, after assigning fair values to the other identifiable assets acquired and liabilities assumed, was allocated to exploration and evaluation asset.

The value of CleanTech common shares was calculated based on the Company's closing share price of $0.06 on August 16, 2024, for total consideration of $3,953,602. All outstanding convertible securities of Nevada Vanadium immediately prior to the Acquisition were exchanged for CleanTech securities with substantially the same terms, based on the Exchange Ratio. Consequently, the Company issued 10,823,139 warrants see (note 11(d)) and granted 5,150,000 stock options (note 11(c)).

The total purchase price is as follows:

	($)
Nevada Vanadium’s shares outstanding as at August 16, 2024	65,893,359
Exchange ratio	1
CleanTech shares issued	65,893,359
CleanTech share price as at August 16, 2024	0.06
Total share value	3,953,602
Transaction costs, including legal and accounting fees	163,673
Fair value of options granted	101,199
Fair value of warrants issued	136,195
Aggregate purchase price	4,354,669

The fair value of each stock option is estimated on the date of Nevada Vanadium Acquisition using the Black-Scholes Option Pricing Model with the assumptions presented in the table below.

Expiry date	Total Number of Options	Number of Options vested as of August 16, 2024	Stock Price at Measurement Date	Expected Price Volatility	Risk-Free Interest Rate	Expected Life (Years)	Expected Dividend Yield	Fair Value Per Option ($)	Total Fair Value ($)
August 24, 2027	5,070,000	4,436,250	0.06	94%	3.01%	3.02	-	0.02	99,786
December 28, 2027	80,000	60,000	0.06	92%	2.98%	3.37	-	0.02	1,413
	5,150,000	4,496,250							101,199

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

4. Acquisition of Nevada Vanadium - continued

The fair value of each warrant is estimated on the date of Nevada Vanadium Acquisition using the Black-Scholes Pricing Model with the assumptions presented in the table below.

Expiry date	Total Number of Warrants	Stock Price at Measurement Date	Expected Price Volatility	Risk-Free Interest Rate	Expected Life (Years)	Expected Dividend Yield	Fair Value Per Option ($)	Total Fair Value ($)
May 20, 2025	3,032,500	0.06	90%	3.88%	0.76	-	0.00	9,110
February 10, 2026	2,564,286	0.06	93%	3.44%	1.49	-	0.01	25,597
April 28, 2026	585,400	0.06	91%	3.33%	1.70	-	0.01	6,566
May 19, 2026	1,602,143	0.06	90%	3.33%	1.76	-	0.01	18,584
July 5, 2026	742,857	0.06	89%	3.24%	1.89	-	0.01	8,962
October 24, 2027	1,057,720	0.06	93%	2.98%	3.19	-	0.03	32,285
January 31, 2027	512,500	0.06	90%	3.10%	2.46	-	0.02	12,751
April 2, 2027	725,733	0.06	95%	3.05%	2.63	-	0.03	22,340
	10,823,139							136,195

The aggregate purchase price has been allocated to the following identifiable assets and liabilities:

	($)
Cash	19,645
Receivables	10,085
Prepaid expenses	61,336
Exploration and evaluation asset	8,091,923
Equipment	20,718
Land	3,671,554
Buildings	658,400
Accounts payable and accrued liabilities	(1,669,984)
Derivative liability	(220,951)
Promissory note	(3,745,062)
Due to related parties	(2,542,995)
Total net identifiable asset acquired	4,354,669

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Fish Creek Ranch

The Nevada Vanadium Acquisition included the Fish Creek Ranch property located in Eureka County, Nevada USA. The Fish Creek Ranch is adjacent to the Gibellini Project, contains a part of the irrigation canal, and will provide support to the Gibellini Project in the form of water supply.

The carrying value of land at the Fish Creek Ranch is as follows:

	$
Balance, April 1, 2023 and March 31, 2024	-
Nevada Vanadium Acquisition (note 4)	3,671,554
Sale of land parcel	(107,988)
Foreign exchange effect	168,902
Balance, March 31, 2025	3,732,468

On October 28, 2024, the Company sold a parcel of land from the Fish Creek Ranch with a carrying value of $107,988 (US$77,680) for gross proceeds of $48,656 (US$35,000), of which $24,328 (US$17,500) was used to partially repay a promissory note (note 9). The transaction costs totalled $6,023 (US$4,332). The Company recorded a loss of $65,436 (US$47,012) in connection with the sale of this parcel.

During the year ended March 31, 2025, the Company rented pasture and sold other ranch assets from the Fish Creek Ranch for net loss of $6,334 (2024 - $nil), which is included in other income.

Equipment

The following table summarizes the Company's equipment information as at the dates presented:

	Vehicles ($)	Equipment ($)	Total ($)
Cost
Balance, April 1, 2023 and March 31, 2024	-	-	-
Nevada Vanadium Acquisition (note 4)	14,527	6,191	20,718
Foreign exchange	682	291	973
Balance, March 31, 2025	15,209	6,482	21,691
Accumulated Amortization
Balance, April 1, 2023 and March 31, 2024	-	-	-
Amortization	(13,273)	(1,886)	(15,159)
Foreign exchange	(416)	(58)	(474)
Balance, March 31, 2025	(13,689)	(1,944)	(15,633)
Net book value, March 31, 2024	-	-	-
Net book value, March 31, 2025	1,520	4,538	6,058

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

7. Buildings and Structures

The continuity of buildings and structures relating to the Fish Creek Ranch is as follows:

	($)
Cost
Balance, April 1, 2023 and March 31, 2024	-
Nevada Vanadium Acquisition (note 4)	658,400
Foreign exchange effect	30,920
Balance, March 31, 2025	689,320
Accumulated Amortization
Balance, April 1, 2023 and March 31, 2024	-
Amortization	(22,022)
Foreign exchange effect	(690)
Balance, March 31, 2025	(22,712)
Net book value, March 31, 2024	-
Net book value, March 31, 2025	666,608

8. Exploration and Evaluation Asset

	Minago Project ($)	Gibellini Project ($)	Total ($)
Balance, April 1, 2023	20,126,319	-	20,126,319
Licenses, taxes, fees and permits	312,910	-	312,910
Feasibility	13,037	-	13,037
Exploration	324,853	-	324,853
Drilling	129,860	-	129,860
Personnel, camp and general	65,982	-	65,982
Balance, March 31, 2024	20,972,961	-	20,972,961
Acquisition (note 4)	-	8,091,923	8,091,923
Licenses, taxes, fees and permits	10,912	128,534	139,446
Personnel, camp and general	2,730	480	3,210
Exploration	162,715	-	162,715
Geological and consulting	-	108,345	108,345
Royalties	-	17,948	17,948
Impairment	(12,090,045)	-	(12,090,045)
Sale of the asset	(9,059,273)	-	(9,059,273)
Oracle Royalty amendment	-	(75,000)	(75,000)
Foreign currency translation	-	377,565	377,565
Balance, March 31, 2025	-	8,649,795	8,649,795

Gibellini Project

The Company acquired the Gibellini Project through the acquisition of Nevada Vanadium on August 16, 2024. The Gibellini Project is located near Eureka, Nevada. The Gibellini Project is made up of 565 unpatented lode and millsite claims held directly by Nevada Vanadium's subsidiary, Nevada Vanadium LLC (the "Gibellini Claim Area"), and 40 unpatented lode claims held through a long-term lease agreement (the "Gibellini Lease Area").

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Exploration and Evaluation Asset - continued

Gibellini Claim Area

In order to keep the claims underlying the Gibellini Claim Area in good standing, Nevada Vanadium LLC must make annual maintenance fee payments to the Federal Bureau of Land Management and to Eureka and Nye Counties (the "Annual Maintenance Fees"). The Annual Maintenance Fees are set each year by the relevant governing body.

Gibellini Lease Area - Campbell Lease

Nevada Vanadium holds a lease agreement covering the Gibellini Lease Area (the "Campbell Lease Agreement"). The Company must make certain annual payments (see below Campbell Advanced Royalty Payments) and keep the claims in good standing. The Campbell Lease Agreement has a ten-year term which expires in June 2027, with a Company option to extend for an additional ten-year term. The Company makes annual payments to the leaseholders to maintain the lease in good standing which are credited towards any future royalty payments owed to the leaseholders.

On April 19, 2018, the Campbell Lease Agreement was amended to require the Gibellini lessor to transfer their title over all of the claims covering the Gibellini Lease Area (excluding four claims) (the "Transferred Claims") to Nevada Vanadium LLC in exchange for US$1,000,000, which will be deemed an Advance Royalty Payment (the "Transfer Payment"). A credit of US$99,027 in favour of Nevada Vanadium towards the Transfer Payment was paid upon the execution of the amendment, with a remaining balance of US$900,973 on the Transfer Payment due and payable upon completion of transfer of the Transferred Claims. The Advance Royalty Payment obligation and any royalty payments will not be affected, reduced or relieved by the transfer of title.

Gibellini Project Royalties

Oracle Royalties

The Gibellini Claim Area is subject to a royalty payable to Oracle. Nevada Vanadium LLC is to pay, among other things, a royalty equal to 2% of returns in respect of all mineral products produced from the Gibellini Claim Area after the commencement of commercial production. On March 3, 2025, the Company entered into an amended agreement with Oracle to remove an underlying threshold price to trigger royalty payments in exchange for $200,000, of which $75,000 has been received and $125,000 to be received upon V205 Vanadium Pentoxide Flake 98% daily price exceeds US$12 per pound for 180 consecutive days. As of March 31, 2025, this pricing condition has not been met.

The Gibellini Lease Area also subject to a second royalty payable to Oracle on substantially the same terms as the Gibellini Claim Area Royalty (the "Oracle Lease Area Royalty" and together with the Gibellini Claim Area Royalty, the "Oracle Royalties").

Leaseholder Royalty – Gibellini Lease Area

The Gibellini Lease Area is also subject to a royalty established pursuant to the Campbell Lease Agreement (the "Campbell Royalty"). Production from the Gibellini Lease Area will be subject to 2.5% net smelter return ("NSR") royalty until a total of US$3,000,000 is paid. Thereafter, the Gibellini NSR will be reduced to 2%. The Company is currently paying the Campbell Advanced Royalty Payments (as defined below) which will be deducted as credits against any royalty payable.

The Campbell Lease Agreement requires the Company to make certain annual payments (the "Campbell Advanced Royalty Payments"), which are credited towards any future royalty payments. The Campbell Advanced Royalty Payments are due on June 22nd annually are: (a) if the average vanadium pentoxide price per pound remains below US$7 during the preceding 12 months, US$35,000 during the first ten-year lease term (up until June 2027); and US$50,000 during the 2nd ten-year lease term under the Campbell Lease Agreement; or (b) if the average vanadium pentoxide price per pound remains equal to or above US$7 during the preceding 12 months, US$10,000 x average vanadium pentoxide price per pound up to a maximum annual advance royalty payment of US$120,000.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Exploration and Evaluation Asset - continued

MacKay Claims Royalty

On August 10, 2021 Nevada Vanadium LLC entered into an amended royalty agreement (the "MacKay Royalty Agreement") granting a royalty over a block of 17 claims within the Gibellini Claim Area (the "MacKay Claim Area"). Production from the MacKay Claim Area is subject to a 2.5% net smelter return royalty (the "MacKay Royalty"). Nevada Vanadium LLC is currently paying the MacKay Advanced Royalty Payments which will be deducted as credits against any royalty payable. Nevada Vanadium LLC has the option to purchase 1.5% of the MacKay Royalty at any time for US$1,000,000.

The MacKay Royalty Agreement requires the Company to make certain annual payments (the "MacKay Advanced Royalty Payments"), which are credited towards any future royalty payments. A portion of the MacKay Advanced Royalty payments are due annually on July 10 and are: a) if the average vanadium pentoxide price per pound remains below US$7 during the preceding 12 months, US$12,500; or (b) if the average vanadium pentoxide price per pound remains equal to or above US$7 during the preceding 12 months, US$2,000 x average vanadium pentoxide price per pound up to a maximum annual advance royalty payment of US$28,000. Nevada Vanadium LLC also agreed to pay as a portion of the MacKay Advanced Royalty Payments, (i) US$75,000 upon achieving commercial production on the MacKay Claim Area; and (ii) US$50,000 upon selling, conveying, transferring or assigning all or any portion of the MacKay Claim Area. The payments under the MacKay Royalty Agreement will be payable as long as the Company holds its interest over the MacKay Claim Area.

Other

Bisoni Group

On August 18, 2020, Silver Elephant and Nevada Vanadium LLC entered into an asset purchase agreement with Cellcube Energy Storage Systems Inc. ("Cellcube") (the "Bisoni APA") to acquire the Bisoni vanadium property situated immediately southwest of the Gibellini Project. The Bisoni property is comprised of 201 lode mining claims. As consideration for the acquisition of the Bisoni property under the Bisoni APA, Silver Elephant issued 4 million common shares (the "Bisoni APA Shares") and paid $200,000 cash to Cellcube. Additionally, subject to regulatory approval, if, on or before December 31, 2023, the price of European vanadium pentoxide on the Metal Bulletin (or an equivalent publication) exceeds US$12 a pound for 30 consecutive days, additional Silver Elephant shares with a value of $500,000 calculated based upon the 5-day volume weighted average price of the common shares immediately following the satisfaction of the vanadium pentoxide pricing condition will be delivered to Cellcube ("Bisoni Bonus Share Payment") (note 10). The Bisoni property is part of the Gibellini Project.

Minago Project

The Minago Project is located in northern Manitoba, Canada within the southern part of the Thompson Nickel Belt, and comprises of 94 claims and two mining leases.

On January 14, 2022, pursuant to the Silver Elephant Arrangement, the Company issued 50,000,000 common shares in consideration for Minago nickel project mineral property assets and the assumption of certain liabilities related to the underlying assets.

On September 17, 2024, the Company and Norway House Cree Nation ("NHCN") entered into an amended and restated arrangement agreement to sell the Company's Minago Nickel project and related assets (the "Minago Assets") to NHCN (the "Minago Project Sale"). The Minago Project Sale was completed on October 30, 2024 with consideration being comprised of: i) $8,000,000 in cash; (ii) the surrender of 17,561,862 Company common shares owned by NHCN; and (iii) reimbursement in cash of claims maintenance fees and certain transaction costs up to a maximum of $260,000 incurred by the Company in respect of the Minago Project. As a result, the Company recorded an impairment charge to the Minago Project of $12,090,045 during the year ended March 31, 2025 (2024 - $nil) and a loss from the sale of the Minago Project of $591,873 for the year ended March 31, 2025 (2024 - $nil).

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

100

9. Promissory Note

The CVB Loan (as defined below) is included in the accounts of the Company as a result of the Nevada Vanadium Acquisition (note 4).

In conjunction with the acquisition of Fish Creek Ranch by Nevada Vanadium LLC on April 6, 2022, Nevada Vanadium LLC borrowed $3,752,400 (US$3,000,000) in the form of a promissory note (the "CVB Loan") from Cache Valley Bank ("CVB"). The CVB Loan is secured by the equipment, buildings and structures, and land and water rights of Fish Creek Ranch (notes 5, 6 and 7). The CVB Loan bears a simple interest of 5.5% per annum and is repayable in full upon CVB's demand. If no demand is made by CVB, the CVB loan is repayable in installments as follows:

	($)
April 6, 2023 (US$251,045) (paid)	339,977
September 22, 2023 (US$125,000) (paid)	168,594
April 6, 2024 (US$251,045) (paid)	344,240
November 5, 2024 (US$17,500) (paid)	24,328
July 15, 2025 (US$251,045)	360,375
July 15, 2026 (US$251,045)	360,375
April 6, 2027 (US$2,610,314)	3,747,106
	5,344,995

The continuity of the CVB Loan is as follows:

	($)
Balance, April 1, 2023 and March 31, 2024	-
Nevada Vanadium Acquisition (note 4)	3,745,062
Payments (note 5)	(24,328)
Finance expense	153,765
Foreign exchange	179,898
Balance, March 31, 2025	4,054,397

10. Derivative Liability

In April 2022, the condition of the Bisoni Bonus Share Payment was potentially met, and Nevada Vanadium LLC estimated that approximately 449,898 common shares of Silver Elephant in connection with the Gibellini Project may be required to be paid pursuant to the Bisoni APA (note 8). As this liability is to be settled with another company's common shares, this liability is measured at fair value through profit or loss ("FVTPL") on the Company's consolidated statements of financial Position.

	($)
Balance, April 1, 2023 and March 31, 2024	-
Nevada Vanadium Acquisition (note 4)	220,951
Changes in value of Silver Elephant shares	(137,055)
Foreign currency translation	6,084
Balance, March 31, 2025	89,980

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Share Capital

(a) Authorized Share Capital

The authorized share capital of the Company consists of an unlimited number of common shares without par value. As at the Financial Position Date, the Company had 143,932,309 (March 31, 2024 – 88,064,805) common shares issued and outstanding.

(b) Issued Share Capital

During the Year Ended March 31, 2025

On August 16, 2024, the Company acquired Nevada Vanadium and issued 65,893,359 common shares (note 4) as consideration. The common shares issued was valued at $3,953,602 based on the Company's stock trading price at the date of issuance.

On September 24, 2024, the Company closed the first tranche of a non-brokered private placement through the issuance of 2,400,000 units at a price of $0.05 for gross proceeds of $120,000. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.06 per share for three years from issuance. In connection with the closing, 7,000 units were issued as finders' fees. The gross proceeds of the private placement were allocated to common shares and $nil to warrants by applying the residual method approach.

On September 27, 2024, the Company closed the second tranche of a non-brokered private placement through the issuance of 1,160,000 units at a price of $0.05 for gross proceeds of $58,000. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.06 per share for three years from issuance. No finder's fees were issued in connection with this second tranche of the private placement. The gross proceeds of the private placement were allocated to common shares and $nil to warrants by applying the residual method approach.

On October 15, 2024, the Company closed the third tranche of a non-brokered private placement through the issuance of 1,800,000 units at a price of $0.05 for gross proceeds of $90,000. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.06 per share for three years from issuance. No finder's fees were issued. The gross proceeds of the private placement were allocated as $81,000 to common shares and $9,000 to warrants by applying the residual method approach.

On October 17, 2024, the Company closed the fourth tranche of a non-brokered private placement through the issuance of 633,000 units at a price of $0.05 for gross proceeds of $31,650. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.06 per share for three years from issuance. No finder's fees were issued. The gross proceeds of the private placement were allocated to common shares and $nil to warrants by applying the residual method approach.

On October 30, 2024, as a result of the Minago Project Sale (note 8), 17,561,862 common shares of the Company valued at $790,284 based on the Company's stock trading price at $0.045 per share were cancelled.

During the year ended March 31, 2025, the Company issued 1,536,007 shares at an average price of $0.03 per share as consideration for services rendered.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

11. Share Capital - continued

During the Year Ended March 31, 2024

On April 17, 2023, the Company closed a non-brokered private placement by issuing 1,250,000 units at a price of $0.16 per unit for gross proceeds of $200,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.20 per share for 36 months from closing. The gross proceeds of the private placement were allocated to common shares and $nil to warrants by applying the residual method approach.

On May 12, 2023, the Company closed a non-brokered private placement by issuing 200,000 units at a price of $0.16 per unit for gross proceeds of $32,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.20 per share for 36 months from closing. The gross proceeds of the private placement were allocated to common shares and $nil to warrants by applying the residual method approach.

On August 14, 2023, the Company closed a non-brokered private placement by issuing 6,800,000 common shares of the Company at a price of $0.10 per share for gross proceeds of $680,000. There were no finders' fees payable in connection with this private placement.

On October 12, 2023, the Company closed a non-brokered private placement by issuing 7,603,862 common shares of the Company at a price of $0.079 per share for gross proceeds of $600,705. There were no finders' fees payable in connection with this private placement.

On October 31, 2023, the Company closed a non-brokered private placement by issuing 2,301,844 common shares of the Company at a price of $0.09 per share for gross proceeds of $207,166. The Company also issued 161,129 common shares to a third party as a finder's fee in connection with the closing of this private placement.

On November 20, 2023, the Company closed a non-brokered private placement by issuing 1,333,350 common shares of the Company at a price of $0.09 per share for gross proceeds of $120,002. There were no finders' fees payable in connection with this private placement.

On December 27, 2023, the Company issued 626,000 shares at a price of $0.10 to settle liabilities related to director fees at fair value of $62,600. There were no finders' fees payable in connection with this debt settlement.

The Company has a 10% rolling equity-based compensation plan in place, as approved by the Company's shareholders on December 22, 2021 (the "2021 Plan"). Under the 2021 Plan, the Company may grant stock options, bonus shares or stock appreciation rights. All stock options and other share-based awards granted by the Company, or to be granted by the Company, since the implementation of the 2021 Plan will be issued under, and governed by, the terms and conditions of the 2021 Plan. The stock option vesting terms are determined by the Board of Directors on the date of the grant with a maximum term of 10 years.

In April 2023, the Company granted 305,000 stock options to certain directors, officers and consultants of the Company to acquire common shares in the capital of the Company at an exercise price ranging from $0.16 to $0.165 per share. These stock options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

In June 2023, the Company granted 50,000 stock options to certain director of the Company to acquire common shares in the capital of the Company at an exercise price of $0.11 per share. These stock options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

11. Share Capital - continued

In September 2023, the Company granted 1,390,000 stock options to certain directors, officers and consultants of the Company to acquire common shares in the capital of the Company at an exercise price of $0.11 per share. These stock options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

In March 2024, the Company granted 200,000 stock options to an officer of the Company to acquire common shares in the capital of the Company at an exercise price of $0.06 per share. These stock options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

On August 16, 2024, the Company granted 5,150,000 options in connection with the Nevada Vanadium Acquisition (note 4) under the same terms that Nevada Vanadium's options had prior to the Acquisition.

On August 30, 2024, the Company granted 3,590,000 stock options to certain directors, officers, employees and consultants of the Company to acquire common shares in the capital of the Company at an exercise price of $0.06 per share. These stock options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

On October 3, 2024, the Company granted 200,000 stock options to an officer of the Company to acquire common shares in the capital of the Company at an exercise price of $0.055 per share. These stock options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

The continuity of the Company's stock options is as follows:

	Number of Options	Weighted Average Exercise Price ($)
Balance, April 1, 2023	5,360,000	0.55
Granted	1,945,000	0.11
Forfeited	(715,000)	0.16
Balance, March 31, 2024	6,590,000	0.18
Granted – Nevada Vanadium Acquisition (note 4)	5,150,000	0.18
Granted	3,790,000	0.06
Forfeited	(1,098,125)	0.10
Balance, March 31, 2025	14,431,875	0.15

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

11. Share Capital - continued

The following table summarizes the stock options outstanding as at the Financial Position Date:

Exercise Price ($)	Options Outstanding		Options Exercisable
	Number of Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Number of Options Exercisable	Weighted Average Remaining Contractual Life (Years)
0.06	200,000	4.51	25,000	4.51
0.06	3,202,500	4.42	934,063	4.42
0.10	1,189,375	3.47	892,031	3.47
0.16	100,000	3.05	87,500	3.05
0.14	1,060,000	2.76	1,060,000	2.76
0.18	5,130,000	2.40	5,130,000	2.40
0.20*	3,400,000	1.93	3,400,000	1.93
0.20*	150,000	1.96	150,000	1.96
	14,431,875	2.88	11,678,594	2.54

On April 18, 2023, the Company amended the exercise price of 3,810,000 stock options from $0.70 to $0.20 and 150,000 stock options from $0.74 to $0.20.

Share-based payment expenses resulting from stock options are amortized over the corresponding vesting periods. Share-based payments are either capitalized as exploration costs where related to mineral properties or expensed as general and administrative expenses where related to general operations of the Company. The Company recorded share-based payments as follows:

	Year Ended
	March 31, 2025 ($)	March 31, 2024 ($)
Share-based payments:
Capitalized to Gibellini Project	1,353	-
Capitalized to Minago Project	1,376	26,185
General and administrative expenses	156,316	429,618
	159,045	455,803

The fair value of each stock option is estimated on the date of grant using the Black-Scholes Option Pricing Model with the assumptions presented in the table below. Expected volatilities are based on the historical volatility of the comparable companies as the Company has a limited history of trading. The expected term of stock options granted represents the period of time that the granted stock options are expected to be outstanding. The risk-free interest rate is based on the Canadian government bond rate.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

11. Share Capital - continued

For the Year Ended March 31, 2025

Grant Date	Number of Options	Stock Price at Measurement Date	Expected Price Volatility	Risk-Free Interest Rate	Expected Life (Years)	Expected Dividend Yield	Fair Value Per Option ($)	Total Fair Value ($)
August 16, 2024^{1}	5,070,000	0.06	94%	3.01%	3.02	-	0.02	114,040
August 16, 2024^{1}	80,000	0.06	92%	2.98%	3.37	-	0.02	1,884
August 30, 2024	3,590,000	0.06	146%	2.91%	5.00	-	0.05	177,859
October 3, 2024	200,000	0.06	99%	2.85%	5.00	-	0.04	8,238
	8,940,000							302,021

1 Black-Scholes option pricing model assumptions based on Nevada Vanadium Acquisition date of August 16, 2024 (note 4).

For the Year Ended March 31, 2024

Grant Date	Number of Options	Expected Price Volatility	Risk-Free Interest Rate	Expected Life (Years)	Expected Dividend Yield	Fair Value Per Option ($)	Total Fair Value ($)
April 17, 2023	205,000	107%	3.15%	5.00	-	0.13	25,762
April 24, 2023	100,000	106%	2.97%	5.00	-	0.13	12,921
June 15, 2023	50,000	107%	3.48%	5.00	-	0.08	3,876
September 18, 2023	1,390,000	105%	3.92%	5.00	-	0.08	108,876
March 6, 2024	200,000	101%	3.35%	5.00	-	0.05	9,125
	1,945,000						160,560

On April 18, 2023, the Company amended the exercise price of 3,810,000 stock options from $0.70 to $0.20 and 150,000 stock options from $0.74 to $0.20. The fair values of the modified stock options immediately before and after the modification is determined based on the key assumptions as follows:

Before Modification

Grant Date	Number of Options	Share Price at the Re-pricing Date ($)	Exercise Price ($)	Expected Price Volatility	Risk Free Interest Rate	Expected Life (Years)	Expected Dividend Yield	Fair Value Per Option ($)	Total Fair Value ($)
March 4, 2022	3,810,000	0.185	0.70	102%	3.30%	3.88	-	0.09	339,090
March 18, 2022	150,000	0.185	0.74	102%	3.30%	3.92	-	0.09	13,050
	3,960,000								352,140

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

11. Share Capital - continued

After Modification

Modification Date	Number of Options	Share Price at the Re-pricing Date ($)	Exercise Price ($)	Expected Price Volatility	Risk Free Interest Rate	Expected Life (Years)	Expected Dividend Yield	Fair Value Per Option ($)	Total Fair Value ($)
April 18, 2023	3,810,000	0.185	0.20	102%	3.30%	3.88	-	0.13	487,680
April 18, 2023	150,000	0.185	0.20	102%	3.30%	3.92	-	0.13	19,350
	3,960,000								507,030

(d) Warrants

The continuity of the Company's warrants is as follows:

	Number of Warrants	Weighted Average Exercise Price ($)
Balance, April 1, 2023	11,465,781	0.58
Issued – financing warrants	1,450,000	0.20
Expired – broker warrants	(716,615)	0.70
Expired – financing warrants	(5,047,016)	0.20¹
Balance, March 31, 2024	7,152,150	0.20
Issued – Nevada Vanadium Acquisition (note 4)	10,823,139	0.16
Issued – financing warrants	5,993,000	0.06
Balance, March 31, 2025	23,968,289	0.15

¹ On April 21, 2023, the Company amended the exercise price of 5,047,016 warrants from $1.00 to $0.20 per share with an accelerated expiry date when certain conditions are met (see below Warrants Repricing).

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

11. Share Capital - continued

As the Financial Position Date, the following warrants were outstanding:

Expiry Date	Remaining Life (Years)	Number of Warrants	Exercise Price ($)
May 20, 2025	0.14	3,032,500	0.18
February 10, 2026	0.87	2,564,286	0.18
April 28, 2026	1.08	585,400	0.18
May 19, 2026	1.13	1,602,143	0.18
July 5, 2026	1.26	742,857	0.18
October 24, 2027	2.57	1,057,720	0.10
January 31, 2027	1.84	512,500	0.10
April 2, 2027	2.01	725,733	0.08
February 15, 2026	0.88	5,702,150	0.20
April 17, 2026	1.05	1,250,000	0.20
May 12, 2026	1.12	200,000	0.20
September 25, 2027	2.49	2,400,000	0.06
September 27, 2027	2.49	1,160,000	0.06
October 15, 2027	2.54	1,800,000	0.06
October 17, 2027	2.55	633,000	0.06
	1.37	23,968,289	0.15

On April 21, 2023, the Company adjusted the exercise price of 5,047,016 warrants from $1.00 to $0.20 per share (the "Warrant Repricing") and amended the expiry date of the warrants to add an acceleration clause such that in the event the closing price of the Company's common shares on the TSXV exceeds $0.25 for any ten consecutive trading days following the Warrant Repricing, the expiry date of the warrants shall be accelerated from November 29, 2023 to a date that is 30 days following the seventh calendar day following the ten consecutive trading day period. All other terms of the warrants remain unchanged. These warrants expired on November 29, 2023, unexercised.

On August 16, 2024, the Company issued 10,823,139 warrants in connection with the Nevada Vanadium Acquisition (note 4) under the same terms that Nevada Vanadium's warrants had prior to the Nevada Vanadium Acquisition.

(e) Diluted Loss per Share

For the years ended March 31, 2025 and 2024, the Company's common share equivalents including stock options and warrants were not included in the diluted loss per share calculation as the effect would be anti-dilutive.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Related Party Transactions and Balances

The Company has a cost sharing agreement (the "CSA") with Silver Elephant and Oracle pursuant to which the companies provide each other with general, technical and administrative services, as reasonably requested, on a cost reimbursement basis.

During the year ended March 31, 2025, the Company had related party transactions with key management personnel who provide management and consulting services to the Company. Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include, but are not limited to, the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), Chief Operating Officer ("COO"), Chief Legal Officer ("CLO") and executive and non-executive directors.

The Company has entered into a consulting agreement with the Company's executive chairman effective December 1, 2021, pursuant to which the Company agreed to pay a minimum service fee of $10,000 per month. The Company also agreed to issue up to 450,000 common shares (the "Bonus Shares") of the Company to this individual upon achieving certain corporate milestones defined in the agreement. No Bonus Shares were issued or issuable since December 1, 2021, as none of the milestones have been achieved yet.

The Company agreed to pay certain milestone bonuses of US$170,000 to the Company's President (the "Milestone Bonus") upon achieving certain corporate milestones defined in the employment agreement. No Milestone Bonus has been accrued or paid as none of the milestones have been achieved yet.

On December 27, 2023, the Company entered into agreements to settle an aggregate of $62,600 of debt owed to three directors of the Company for management fees and directors fees in consideration for the issuance of 626,000 common shares of the Company at a price of $0.10 per share (note 11).

On October 2, 2024, the Company entered into an agreement with Bayer Law Corporation, a company controlled by the CLO of the Company. Pursuant to the terms of the agreement, $1,250 of the monthly consulting services fee is to be paid in shares of the Company instead of cash. The Company has the option to pay any accrued amounts in cash at its sole discretion (note 19).

On November 1, 2024, the Company entered into an agreement (the "Shares for Services Agreement") with John Lee, CEO and Chairman of the Company, Ron Espell, President of the Company and Rob Van Drunen, then COO of the Company (resigned in March 2025) (collectively the "Officers"). Pursuant to the terms of the Shares for Services Agreement, 15% of the monthly compensation to the Officers, is to be paid in shares of the Company instead of cash. The Company has the option to pay any accrued amounts in cash at its sole discretion (note 19).

	Year Ended
	March 31, 2025 ($)	March 31, 2024 ($)
CSA fees charged by Silver Elephant, a company with certain directors and officers in common	436,696	163,609
CSA recoveries from Silver Elephant	(199,737)	(394,154)
CSA fees charged by Nevada Vanadium, a company with certain directors and officers in common^{1}	-	54,117
CSA recoveries from Nevada Vanadium^{1}	(19,774)	(235,590)
CSA recoveries from Oracle, a company with a director and certain officers in common	(24,732)	(132,526)
Management fees paid to John Lee, Chairman and CEO of the Company	120,000	132,000
Management fees paid to Bayer Law Corporation, a company controlled by the CLO of the Company	53,498	-
Salaries and benefits paid to key management of the Company	490,666	88,068
Directors' fees	85,600	85,400
Share-based payments to certain key management of the Company	93,176	349,341

1 The Company acquired Nevada Vanadium on August 16, 2024. Amounts presented do not include transactions from August 16, 2024 onwards as they are eliminated on consolidation.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

12. Related Party Transactions and Balances - continued

The Company had balances due from (to) related parties as follows:

	March 31, 2025 ($)	March 31, 2024 ($)
Receivable from Silver Elephant	4,655	1,215,093
Receivable from Nevada Vanadium^{1}	-	408,982
Receivable from Oracle	7,622	302,733
Prepaids from John Lee	7,000	(23,425)
Director’s fees payable	(58,200)	(24,600)
Payable to Ron Espell	(4,942)	-
Payable to Bayer Law Corporation	(1,250)	-

1 The Company acquired Nevada Vanadium on August 16, 2024. Amounts presented do not include transactions from August 16, 2024 onwards as they are eliminated on consolidation.

13. Segmented Information

The Company has one reportable business segment, being mineral exploration and development. Assets by geographical area are as follows:

	March 31, 2025 ($)	March 31, 2024 ($)
Current assets
Canada	3,657,991	2,225,116
USA	151,648	-
	3,809,639	2,225,116
Non-current assets
Canada	16,056	20,972,961
USA	13,054,929	-
	13,070,985	20,972,961
Total assets
Canada	3,674,047	23,198,077
USA	13,206,577	-
	16,880,624	23,198,077

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Supplemental Cash Flow Information

	Year Ended
	March 31, 2025 ($)	March 31, 2024 ($)
Non-Cash Financing and Investing Activities:
Exploration and evaluation expenditures included in accounts payable and accrued liabilities	27,966	127,158
Cancellation of shares in connection with Minago Project Sale (notes 8 and 11)	790,284	-
Shares issued to settle liability	-	62,600
Share-based payments capitalized in exploration and evaluation assets	2,730	26,185
Shares for services	41,329	-
	862,309	215,943
	Year Ended
	March 31, 2025 ($)	March 31, 2024 ($)
Cash Flow Supplementary Information:
Income taxes paid	26,434	-
	26,434	-

Income Taxes

The Company's operations are, in part, subject to foreign tax laws where interpretations, regulations and legislation are complex and continually changing. As a result, there are usually some tax matters in question that may, upon resolution in the future, result in adjustments to the amount of deferred income tax assets and liabilities, and those adjustments may be material to the Company's financial position and results of operations. A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	Year Ended
	March 31, 2025 ($)	March 31, 2024 ($)
Loss for the year	(14,887,667)	(1,569,740)
Statutory tax rate	27%	27%
Expected income tax (recovery)	(4,020,000)	(424,000)
Change in statutory, foreign tax, foreign exchange rates and other	313,000	-
Permanent differences	134,000	116,000
Other temporary differences	-	(14,000)
Others	(182,000)	215,000
Change in unrecognized deductible temporary differences	3,755,000	107,000
Total income tax expense (recovery)	-	-

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

15. Income Taxes - continued

Deferred tax assets (liabilities) at March 31, 2025 and March 31, 2024 are as follows:

	March 31, 2025 ($)	March 31, 2024 ($)
Exploration and evaluation asset	(377,000)	(498,000)
Other items	(236,000)	-
Non-capital loss available for future periods	613,000	498,000
Deferred tax assets (liabilities)	-	-

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the statement of financial position are as follows:

	March 31, 2025		March 31, 2024
	($)	Expiry Date Range	($)	Expiry Date Range
Temporary differences:
Exploration and evaluation asset	12,271,000	n/a	-	-
Property and equipment	339,000	n/a	-	-
Derivative liability	90,000	n/a	-	-
Share issuance costs	305,000	2026 to 2028	454,000	2043 to 2046
Other temporary differences	200,000	n/a	3,000	n/a
Non-capital loss available for future periods	6,757,000	2042 to 2045	2,417,000	2043 to 2046
Unrecognized deductible temporary differences	19,962,000		2,874,000
Canada	5,786,000	2042 to 2045	4,261,000	2042 to 2044
USA	3,854,000	n/a	-	n/a
Total non-capital losses	9,640,000		4,261,000

16. Capital Management

Management considers its capital structure to consist of share capital, stock options and warrants. The Company manages its capital structure and makes adjustments to it, based on the funds available to, and required by the Company in order to support the acquisition, exploration and development of exploration and evaluation assets. The Board of Directors does not establish quantitative returns on capital criteria for management.

The properties that the Company currently holds interests in are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. There were no changes in management's approach to capital management during year ended March 31, 2025. The Company is not subject to externally imposed capital requirements.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Fair Value Measurements and Financial Instruments

(a) Classification

Financial Instrument	Measurement Method
Cash	Amortized cost
Term deposit	Amortized cost
Receivables (excluding GST/HST receivables)	Amortized cost
Due from related parties	Amortized cost
Accounts payable and accrue liabilities	Amortized cost
Derivative liability	FVTPL^{1}
Promissory note	Amortized cost

1 Fair value through profit or loss

(b) Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means; and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. The fair value of cash, restricted cash and term deposit is measured at Level 1. As at the Financial Position Date, there were no financial assets measured and recognized in the statement of position that would be categorized as Level 2 or Level 3 in the fair value hierarchy above.

The fair value of the Company's financial instruments including cash, receivables, and accounts payable and accrued liabilities, and due to/from related parties approximates their carrying value due to the immediate or short-term maturity of these financial instruments. The fair value of the Company's interest-bearing promissory note is determined by using the Discounted Cash Flow method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period which approximates to its carrying value. Derivative liability is recorded at fair value based on the quoted market price of a Silver Elephant common share at the end of each reporting period with changes in fair value through profit or loss. The Company does not offset financial assets with financial liabilities. There were no transfers between Level 1, 2 and 3 for the years ended March 31, 2025 and 2024.

CleanTech Vanadium Mining Corp. (Formerly Flying Nickel Mining Corp.)

Notes to the Consolidated Financial Statements

For the Year Ended March 31, 2025

(Expressed in Canadian Dollars)

Financial Risk Management

The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments at the Financial Position Date are summarized below. The Board of Directors periodically reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.

(a) Liquidity risk

Liquidity risk is the risk that an entity will be unable to meet its financial obligations as they fall due. As at the Financial Position Date, the Company had a cash balance of $3,665,845 (March 31, 2024 – $53,154). As at the Financial Position Date, the Company had total current liabilities of $4,763,753 (March 31, 2024 – $481,448). Liquidity risk is assessed as high. The Company manages liquidity risk by preparing cash flow forecasts of upcoming cash requirements.

(b) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company reduces its credit risk on restricted cash by placing these instruments with institutions of high credit worthiness. As at the Financial Position Date, the Company's maximum exposure to credit risk is the carrying value of its financial assets.

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to material interest rate risk for the years ended March 31, 2025 and 2024.

(d) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company's derivative financial liability includes debts to be settled in common shares of Silver Elephant. A 10% increase or decrease of the common shares price of Silver Elephant has a corresponding effect of approximately $9,000 to net loss.

(e) Currency risk

The Company is exposed to foreign currency risk to the extent that monetary assets or liabilities held by the Company are not denominated in its functional currency. The Company has foreign exploration and development projects in the USA and the CVB Loan is denominated in US dollars. The Company is therefore exposed to foreign currency risk arising from transactions denominated in a foreign currency and the translation of financial instruments denominated in US dollars into its reporting currency, the Canadian dollar.

Subsequent Events

On April 2, 2025, the Company issued 341,856 shares at a price of $0.0225 per share as consideration for services rendered.

On April 8, 2025, the Company entered into an option assignment agreement with Silver Elephant to acquire 100% of the equity interests in the capital of Mururata S.R.L., a commercial society existing pursuant to the laws of Bolivia, which owns certain Bolivian mining rights that comprise the El Triunfo Gold and Antimony Project, in consideration for the payment of $155,000 in cash.

On June 2, 2025, the Company and certain of its officers agreed to discontinue the Shares for Services Agreement (note 12), effective April 1, 2025.

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CleanTech Vanadium Mining Corp. — Audit Report / Information 2025

48292_rns_2025-06-27_125c04c8-3429-4a2f-9cb2-9867e05984de.pdf

INDEPENDENT AUDITOR'S REPORT

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Impairment Assessment of Exploration and Evaluation ("E&E") Assets

Accounting for Asset Acquisition and Allocation to Exploration and Evaluation Asset

Other Information

Responsibilities of Management and Those Charged with Governance for the consolidated financial statements

Auditor's Responsibilities for the Audit of the Consolidated Financial statements

1. Nature Of Operations and Going Concern

2. Basis Of Presentation

2. Basis Of Presentation - continued

c) Basis of Consolidation

(d) Use of judgments and estimates

Share-based compensation

Asset acquisitions

Impairment assessment of exploration and evaluation assets

3. Material Accounting Policy Information

3. Material Accounting Policy Information - continued

(b) Cash and cash equivalents

(c) Short-term deposits

(d) Asset acquisitions

(e) Exploration and evaluation asset(s)

3. Material Accounting Policy Information – continued

3. Material Accounting Policy Information - continued

3. Material Accounting Policy Information - continued

(I) Income tax

(m) Financial instruments

Initial recognition

Subsequent measurement of financial assets

3. Material Accounting Policy Information – continued

Impairment of financial assets carried at amortized cost

Subsequent measurement of financial liabilities

Derecognition of financial assets and financial liabilities

Fair value of financial instruments

3. Material Accounting Policy Information – continued

(n) Changes in Accounting Policies

(o) Future Changes in Accounting Standards

4. Acquisition of Nevada Vanadium

4. Acquisition of Nevada Vanadium - continued

7. Buildings and Structures

8. Exploration and Evaluation Asset

Gibellini Project

9. Promissory Note

10. Derivative Liability

11. Share Capital - continued

11. Share Capital - continued

11. Share Capital - continued

11. Share Capital - continued

11. Share Capital - continued

(d) Warrants

11. Share Capital - continued

12. Related Party Transactions and Balances - continued

13. Segmented Information

15. Income Taxes - continued

16. Capital Management

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CleanTech Vanadium Mining Corp. Audit Report / Information 2025