C Ritical E Lements a Nnounces $ 5 .0 M Illion B Ought D Eal P Rivate P Lacement F Inancing
1
PRESS RELEASE
THIS NEWS RELEASE IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES .
C RITICAL E LEMENTS A NNOUNCES $ 5 .0 M ILLION
B OUGHT D EAL P RIVATE P LACEMENT F INANCING
April 10 , 2018 – Montreal, Quebec – Critical Elements Corporation (the “Company” or “Critical
Elements”)(TSX - V: CRE) (US OTCQX: CRECF) (FSE: F12) is pleased to announce it has entered into an
agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (collectively, the
“Underwriters”) pursuant to which they have agreed to purchase, on a bought deal private placement
basis , 5,000,000 u nits (the “Units”) of the Company at a price of C $ 1.00 per Unit for gross proceeds of
C $ 5,000,000 (the “Offering”).
Each Unit consists of one common share (a “Unit Share ”) of Critical Elements and one - half of one
common share purchase warrant (each whole common share purcha se warrant , a “Warrant”) of Critical
Elements . Each full Warrant will entitle the holder thereof to purchase one common s hare of the
Company (the “Common Share”) at a price of C $ 1.25 per Common Share, for a period of 24 mon ths
following the c losing d ate and include an acceleration provision if the closing price of the common shares
is greater than C$2.00 per share for at least 20 consecutive trading days.
The Company has agreed to grant to the Underwriters an option to se ll up to an additional 2,000,000
Units of the Company on the same terms and conditions as the Offering, exercisable at any time up to 48
hours prior to the closing of the Underwritten Offering. The net proceeds of the Offering will be used to
advance the Rose Lithium - Tantalum project , as well as for working capital and general corporate
purposes.
“Despite more subdued overall battery materials equity market conditions, the Company is pleased to
have arranged this offering. These funds will allow us to advance development of the Rose Lithium -
Tantalum Project, including funding permitting activities. We anticipate that these funds should provide
Critical Elements with sufficient capital for 2018” stated Jean - Sébastien Lavallée, C hairman and Chief
Executive Offi cer.
The Units will be issued on a private placement basis in certain provinces of Canada, in each case,
pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
The Offering is scheduled to close on or about May 1 , 2018 and is subject to certain conditions including,
but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the
TSX Venture Exchange and the securities regulatory authorities. The securities issued und er the Offering
will be subject to a hold period of four months from the applicable closing date.
The securities being offered will not be registered under the United States Securities Act of 1933 , as
amended and may not be offered or sold within the Unite d States absent registration or an exemption
from the registration requirements. This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States.
2
ABOUT CRITICAL ELEMENTS CORPORATION
The Company recently released a financial analysis for Critical Elements’ wholly - owned Rose Lithium -
Tantalum project (Rose Lithium - Tantalum project feasibility study, WSP, October 20, 2017), which is
based on price forecasts of US $750/tonne for chemical - grad e lithium concentrate (5% Li 2 O), US
$1,500/tonne for technical - grade lithium concentrate (6% Li 2 O) and US $130/kg for Ta 2 O 5 in tantalite
concentrate, and an exchange rate of US $0.75/CA $. The internal rate of return (“IRR”) for the Rose
Lithium - Tantalum p roject is estimated at 34.9% after tax, and net present value (“NPV”) is estimated at
CA $726 million at an 8% discount rate. The estimated payback period is 2.8 years. The pre - tax IRR for
the Rose Lithium - Tantalum Project is estimated at 48.2% and the pre - tax NPV at CA $1,257 million at an
8% discount rate ( see press release dated September 6, 2017 ). The financial analysis is based on the
Indicated mineral resource. An Indicated mineral resource is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of
confide nce sufficient to allow the appropriate application of technical and economic parameters, to
support mine planning and evaluation of the economic viability of the deposit.
The life - of - mine (LOM) plan provides for the extraction of 26.8 million tonnes of or e, 182.4 million tonnes
of waste, and 11.0 million tonnes of overburden for a total of 220.2 million tonnes of material. The
average stripping ratio is 7.2 tonnes per tonne of ore. The nominal production rate is estimated at 4,600
tonnes per day, with 350 operating days per year. The open pit mining schedule allows for a 17 - year mine
life.
The mine will produce a total of 26.8 million tonnes of ore grading an average of 0.85% Li 2 O and 133 ppm
Ta 2 O 5 , including dilution. The mill will process 1.61 million ton nes of ore per year to produce an annual
average of 236,532 tonnes of technical - and chemical - grade spodumene concentrate and 429 tonnes of
tantalite concentrate.
INFORMATION
Jean - Sébastien Lavallée, P. Geo.
Chairman and CEO
819 - 354 - 5146
www.cecorp.ca
Paradox Public Relations
514 - 341 - 0408
CAUTIONARY STATEMENT CONCERNING FORWARD - LOOKING STATEMENTS
This news release contains “forward - looking information” within the meaning of Canadian Securities legislation.
Generally, forward - looking information can be identified by the use of forward - looking terminology such as
“scheduled”, “anticipates”, “expects” or “does not expect”, “is expected”, “scheduled”, “targeted”, or “believes”, or
variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or
“will be taken”, “occur” or “be achieved”. Forward - lo oking information contained herein include, without limitation,
statements relating to mineral reserve estimates, mineral resource estimates, realization of mineral reserve and
resource estimates, capital and operating costs estimates, the timing and amoun t of future production, costs of
production, success of mining operations, the ranking of the project in terms of cash cost and production, permitting,
economic return estimates, power and storage facilities, life of mine, social, community and environment al impacts,
lithium and tantalum markets and sales prices, off - take agreements and purchasers for the Company’s products,
environmental assessment and permitting, securing sufficient financing on acceptable terms, opportunities for short
and long term opti mization of the Project, and continued positive discussions and relationships with local communities
and stakeholders. Forward - looking information is based on assumptions management believes to be reasonable at
the time such statements are made. There can be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward - looking information.
3
Alt hough Critical Elements has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward - looking information, there may be other factors that cause results not to be
as anticipated, estimated or intended. Factors that may cause actual results to differ materially from expected results
described in forward - looking information include, but are not limited to: Critical Elements’ ability to secure sufficient
financing to advance and complete the Pr oject, uncertainties associated with the Company’s resource and reserve
estimates, uncertainties regarding global supply and demand for lithium and tantalum and market and sales prices,
uncertainties associated with securing off - take agreements and custome r contracts, uncertainties with respect to
social, community and environmental impacts, uncertainties with respect to optimization opportunities for the Project,
as well as those risk factors set out in the Company’s year - end Management Discussion and Anal ysis dated August
31, 201 7 and other disclosure documents available under the Company’s SEDAR profile. Forward - looking
information contained herein is made as of the date of this news release and Critical Elements disclaims any
obligation to update any for ward - looking information, whether as a result of new information, future events or results
or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is described in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.