Critical Elements Announces Bought Deal Life Private Placement for Gross Proceeds of C$6.0 Million

On November 17, 2025, Critical Elements Lithium Corporation announced a bought deal private placement for gross proceeds of C$6.0 million. The financing consists of two tranches: 1. 5,000,000 "HD Shares" (common shares) at a price of C$0.40 per share, raising C$2.0 million. 2. 6,666,667 "FT Shares" (flow-through common shares) at a price of C$0.60 per share, raising approximately C$4.0 million. The financing is being led by Red Cloud Securities Inc. and is subject to the approval of the TSX Venture Exchange. The proceeds are designated to fund exploration programs at the Rose West block and Nemaska Belt properties in Québec, as well as for general working capital and corporate purposes. The HD shares are subject to a four-month-and-one-day hold period.

This C$6.0 million bought deal private placement has a routine but positive impact on Critical Elements. Positive Impacts: - Secured Funding for Exploration: The financing explicitly provides capital for ongoing exploration programs at the Rose West and Nemaska Belt properties. This directly supports the company's stated strategy to advance these exploration assets, as highlighted in previous news releases (e.g., November 10, 2025, regarding the appointment of a Director of Exploration and a winter drill program; November 4, 2025, reporting high-grade results and announcing upcoming drilling). This ensures the company can execute its near-term operational plans. - Working Capital: A portion of the proceeds will be used for general working capital and corporate purposes, providing liquidity for day-to-day operations. As of May 31, 2025, the company had C$10.36 million in cash and C$23.58 million in working capital. This additional C$6.0 million bolsters the balance sheet for ongoing administrative and exploration expenditures, independent of the major project financing for Rose. - Bought Deal Structure: The "bought deal" aspect means the financing agent has committed to purchasing the securities, reducing market risk for the company in raising the capital. - Flow-Through Premium: A significant portion (C$4.0 million) is raised through flow-through shares at C$0.60, which is a premium to the current market price of C$0.44. This reflects the tax benefits for investors and is a positive for the company's cost of capital on that tranche.

Negative Impacts: - Dilution: The issuance of 11,666,667 new shares represents approximately a 5.3% dilution based on the 217,848,838 shares outstanding as of May 31, 2025. This increases the total share count to roughly 229.5 million shares. - Discount on HD Shares: The HD shares are priced at C$0.40, which is a discount of approximately 9.1% to the last closing price of C$0.44 (November 14, 2025). This can be perceived negatively by existing shareholders.

Overall, while there is dilution and a discount on a portion of the offering, the financing is crucial for enabling the company's ongoing exploration efforts and supporting general operations. It does not, however, address the substantial funding required for the construction of the flagship Rose Lithium-Tantalum Project.

Critical Elements Lithium Corporation (CRE) is a Canadian mining company focused on the exploration and development of lithium and tantalum properties in Québec, Canada. The company's flagship project is the Rose Lithium-Tantalum Project, located in the Eeyou Istchee James Bay region of Québec. This project is positioned to produce spodumene concentrate. - Feasibility Study (August 2023): Highlighted robust economics with an after-tax Net Present Value (NPV) of US$2.2 billion (at an 8% discount rate) and an After-Tax Internal Rate of Return (IRR) of 65.7%. - Permitting: Critical Elements has received key environmental approvals from both federal (Minister of Environment and Climate Change) and provincial (Quebec Minister of Environment) authorities. It has also secured the project mining lease from the Quebec Minister of Natural Resources and Forests. An amended decision statement was received in May 2025 regarding a permanent workers' camp and borrow pits, followed by a first environmental authorization in February 2025 for initial site preparation work. - Infrastructure: The project benefits from good infrastructure and a low-cost, low-carbon power grid (94% hydroelectricity). Conditional government funding of up to C$20 million was announced in February 2025 to relocate power transmission line infrastructure and build a new electrical substation. - Indigenous Relations: The company emphasizes its relationship with Cree neighbors, referencing the Pihkuutaau agreement.

Beyond Rose, Critical Elements holds other exploration-stage properties: - Nemaska Belt Properties: A 100-per-cent-owned, 100-kilometer-long land position in Quebec with potential for nickel-copper-cobalt-PGE and lithium mineralization. Recent exploration (Nov 2025, Sep 2025, June 2025) has confirmed electromagnetic conductors and reported high-grade polymetallic results, leading to plans for a winter drill program. - Rose West Discovery: A lithium discovery located within 10 km of the flagship Rose project, with expansion drilling expected to commence this winter. - Bourier Property: Became 100% owned by Critical Elements in July 2025 after repurchasing Lomiko Metals Inc.'s 49% interest for C$30,000. It is subject to NSR royalties.