The offering, managed by sole placement agent Curvature Securities LLC, is scheduled to close on or about August 13, 2026. The accompanying warrants are immediately exercisable at $0.25 per share and carry a five-year expiration term. If these warrants are fully exercised, CleanCore stands to receive an additional $100 million in gross proceeds. Pre-funded warrants included in the deal feature a nominal exercise price of $0.0001 per share.

CleanCore intends to deploy the net capital primarily to accelerate its AI infrastructure initiatives, specifically the Minnesota Project, while bolstering general working capital. The securities are being issued under a registration statement previously approved by the SEC. All transactions remain subject to customary closing conditions and regulatory requirements.