Financings
Critical Elements closes $7-million private placement

CRE · Price
Executive Summary
- Critical Elements Lithium Corp. has closed a C$7.0 million bought deal private placement, including the full exercise of the underwriter's option.
- The company sold 7.5 million HD shares at 40 cents per share and 6,666,667 flow-through shares (FT) at 60 cents per share.
- Net proceeds are designated for exploration at the Rose West block and Nemaska belt properties in Quebec, as well as for general working capital.
Key Details
- Gross Proceeds: C$7,000,000.20 (includes full exercise of underwriter's option).
- Shares Sold:
- HD Shares: 7,500,000 common shares sold at C$0.40 per share.
- FT Shares: 6,666,667 common shares sold to charitable purchasers as flow-through shares at C$0.60 per share.
- Underwriter: Red Cloud Securities Inc. acted as sole underwriter and bookrunner.
- Use of Proceeds:
- Finance exploration programs at the Rose West block (part of the Rose lithium-tantalum property) and Nemaska belt properties in Quebec.
- General working capital and corporate purposes.
- Specifically, gross proceeds from FT shares will be used to incur eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures related to the Rose West and Nemaska properties on or before Dec. 31, 2026.
- Flow-Through Terms: All qualifying expenditures will be renounced in favour of FT share subscribers effective Dec. 31, 2025.
- Regulatory Basis: Sold pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A). Shares are immediately freely tradeable.
- Underwriter Compensation:
- Aggregate cash fees: $420,000.01.
- Warrants: 850,000 non-transferable common share purchase warrants.
- Warrant Terms: Each warrant is exercisable into one common share at the HD share price (C$0.40) at any time on or before Dec. 5, 2027.
- Status: Closing is subject to final approval of the TSX Venture Exchange.
- Offering Document: Dated Nov. 17, 2025, available on SEDAR+ and the company website.
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