Mr. Jean-Sebastien Lavallee reports
CRITICAL ELEMENTS ANNOUNCES CLOSING OF C$7.0 MILLION BOUGHT DEAL LIFE PRIVATE PLACEMENT
Critical Elements Lithium Corp. has closed its previously announced bought deal private placement for aggregate gross proceeds of $7,000,000.20, which includes the full exercise of the underwriter's option. Pursuant to the offering, the corporation sold (i) 7.5 million common shares of the corporation (the HD shares) at a price of 40 cents per HD share; and (ii) 6,666,667 common shares of the corporation that were sold to charitable purchasers and issued as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of 60 cents per FT share. Red Cloud Securities Inc. acted as sole underwriter and bookrunner in connection with the offering.
The corporation intends to use the net proceeds of the offering to finance exploration programs at the corporation's Rose West block forming part of the Rose lithium-tantalum property and Nemaska belt properties in Quebec, as well as for general working capital and corporate purposes.
The gross proceeds from the sale of FT shares will be used by the corporation to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the corporation's Rose West block forming part of the Rose lithium-tantalum property and Nemaska belt properties in Quebec on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers of FT shares effective Dec. 31, 2025.
In accordance with National Instrument 45-106 -- Prospectus Exemptions, the offered shares were sold to purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The offered shares are immediately freely tradeable under applicable Canadian securities legislation.
There is an offering document dated Nov. 17, 2025, related to the offering that can be accessed under the corporation's profile at SEDAR+ and on the corporation's website.
As consideration for its services, Red Cloud received aggregate cash fees of $420,000.01 and 850,000 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share of the corporation at the HD share price at any time on or before Dec. 5, 2027.
The closing of the offering remains subject to the final approval of the TSX Venture Exchange.
About Critical Elements Lithium Corp.
Critical Elements aspires to become a large, responsible supplier of lithium to the flourishing electric vehicle and energy storage system industries. To this end, Critical Elements is advancing the wholly owned, high-purity Rose lithium-tantalum project in Quebec, the corporation's first lithium project to be advanced within a land portfolio of over 1,016 square kilometres. On Aug. 29, 2023, the corporation announced results of a new feasibility study on Rose for the production of spodumene concentrate. The after-tax internal rate of return for the project is estimated at 65.7 per cent, with an estimated after-tax net present value of $2.2-billion (U.S.) at an 8-per-cent discount rate. In the corporation's view, Quebec is strategically well positioned for United States and European Union markets, and boasts good infrastructure including a low-cost, low-carbon power grid featuring 94-per-cent hydroelectricity. The project has received approval from the Federal Minister of Environment and Climate Change on the recommendation of the joint assessment committee, comprising representatives from the Impact Assessment Agency of Canada and the Cree Nation government, received the Certificate of Authorization under the Environment Quality Act from the Quebec Minister of the Environment, the Fight against Climate Change, Wildlife and Parks, and the project mining lease from the Quebec Minister of Natural Resources and Forests under the Quebec Mining Act.
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