Element One Announces $2 Million Brokered LIFE and Concurrent Offerings Led by Centurion One Capital

Executive Summary

• Element One entered into a broker‑driven private placement with Centurion One Capital to raise up to $2,000,000 through the sale of two series of units (“LIFE Units” and “Non‑LIFE Units”) at $0.15 per unit.
• The offerings include common shares paired with half‑share purchase warrants (LIFE) or full warrants (Non‑LIFE), each warrant exercisable at $0.20 for up to 36 months after closing.
• The company also granted 1,225,000 stock options and 347,500 restricted share units to executives, directors and consultants under its Omnibus Incentive Plan.

Key Details

• Lead Agent / Bookrunner: Centurion One Capital Corp. (sole lead agent and bookrunner).
• LIFE Offering: Up to 6,650,000 LIFE Units → maximum gross proceeds $997,500. Each unit = 1 common share + ½ warrant; warrants exercisable at $0.20 after a 61‑day hold period, for 36 months.
• Concurrent Offering (Non‑LIFE): Up to 6,683,333 Non‑LIFE Units → maximum gross proceeds $1,002,500. Each unit = 1 common share + 1 warrant; same exercise price and term as LIFE warrants.
• Agent’s Option: Centurion may increase the Concurrent Offering by up to an additional 6,316,666 Non‑LIFE Units, potentially raising total gross proceeds to $1,950,000 (12,999,999 units).
• Holding Periods: LIFE Units exempt from statutory hold period; Non‑LIFE Units subject to a four‑month hold under Canadian securities law.
• Use of Proceeds: Funds will be allocated to exploration activities and general working capital.
• Closing Date: Expected on or around February 24, 2026, subject to regulatory approvals (including CSE).
• Related‑Party Participation: Insiders may acquire up to ~25% of the units; such participation is expected to be exempt from formal valuation and minority‑shareholder approval under MI 61‑101.
• Equity Incentive Grants: 1,225,000 stock options at $0.20 per share (term of 1 or 5 years) and 347,500 restricted share units issued to executive officers, directors and consultants.
• Marketing Agreement: Entered into a 6‑month agreement with Bantr Media Inc. for marketing services; no financial terms disclosed.

Notable Quotes

(No direct quotes were provided in the release.)