Critical Elements Announces Bought Deal Public Offering to Raise Gross Proceeds of $26,101,250
PRESS RELEASE
/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES /
CRITICAL ELEMENTS ANNOUNCES BOUGHT DEAL PUBLIC OFFERING
TO RAISE GROSS PROCEEDS OF $26,101,250
NOVEMBER 4, 2021 – MONTREAL , QUEBEC – CRITICAL ELEMENTS LITHIUM CORPORATION (the
“Corporation ” or “ Critical Elements ”) (TSX.V: CRE) (FSE: F12) is pleased to announce that it has
entered into an agreement with Cantor Fitzgerald Canada Corporation (the “Underwriter”) pursuant
to which the Underwriter has agreed to purchase on a “bought deal” basis pursuant to a short form
prospectus for a total of 14,915,000 units (the “Un its”) of the Corporation at a price of C$1.75 per
Unit (the “Offering Price”) for gross proceeds of C$26,101,250 (the “Underwritten Offering”). Each
Unit shall consist of one common share of the Corpo ration and one half of one common share
purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall
be exercisable for one common share of the Corporation for a period of 24 months from the Closing
Date (as herein defined) at an exercise price of C$2.50.
In addition, the Corporation has granted the Underw riter an option (the “Over-Allotment Option”
and together with the Underwritten Offering, the “O ffering”) to purchase additional Units at the
Offering Price to raise additional gross proceeds o f up to 15% of the Underwritten Offering, for a
period of 30 days after and including the Closing D ate to cover over-allotments, if any, and for
market stabilization purposes.
The net proceeds from the Offering are expected to be used by the Corporation to fund the
development of the Rose lithium project and for general working capital purposes.
Closing of the Offering is expected to take place o n or about November 25, 2021 (the “Closing
Date”), and is subject to certain conditions including, but not limited to the receipt of all applicable
regulatory approvals including approval of the TSX Venture Exchange.
The Units to be issued under the Offering will be offered by way of a short form prospectus in each
of the provinces of Canada. The Units to be issued under the Offering may also be offered in the
United States on a private placement basis pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended,
and certain other jurisdictions in accordance with applicable securities laws.
This news release does not constitute an offer to s ell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The securities have not been and will not be registered under the U.S. Securities
Act, or the securities laws of any state of the Uni ted States and may not be offered or sold within
the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under
the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such
registration requirements.
ABOUT CRITICAL ELEMENTS LITHIUM CORPORATION
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 project in Quebec. Rose is the Corporation’s first lithium project to
be advanced within a highly prospective land portfolio of over 700 square kilometers. In 2017, the
Corporation completed a robust feasibility study on Rose Phase 1 for the production of high quality
spodumene concentrate. The internal rate of return for the Project is estimated at 34.9% after tax,
with a net present value estimated at C$726 million at an 8% discount rate. Capital cost parameters
were confirmed in 2019 by Primero Group in the cont ext of a Guaranteed Maximum Price under
an Early Contractor Involvement agreement, as a pre lude to an Engineering, Procurement and
Construction process. Detailed engineering for Phas e I is expected to conclude this year as the
Corporation plans to deliver technical studies for Phase II; the conversion of spodumene
concentrate to high quality lithium hydroxide. In the Corporation’s view, Quebec is strategically well-
positioned for US and EU markets and boasts exceptional infrastructure including a low-cost, low-
carbon power grid featuring 93% hydroelectricity. T he project has received approval from the
Federal Minister of Environment and Climate Change on the recommendation of the Joint
Assessment Committee, comprised of representatives from the Impact Assessment Agency of
Canada and the Cree Nation Government; we await sim ilar approval under the Quebec
environmental assessment process near-term. The Cor poration also has a strong, formalized
relationship with the Cree Nation.
FOR FURTHER INFORMATION , PLEASE CONTACT :
Jean-Sébastien Lavallée, P.Geo.
Chief Executive Officer
819-354-5146
www.cecorp.ca
Cautionary statement concerning forward-looking statements
This news release contains “forward-looking informa tion” 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 “d oes not expect”, “is expected”, “scheduled”, “targe ted”, or
“believes”, or variations of such words and phrases or statements that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occu r” or “be achieved”. Forward-looking information co ntained
herein include, without limitation, statements rela ting to the completion of the Project’s approval, t he
completion of the provincial permitting process, mi neral reserve estimates, mineral resource estimates ,
realization of mineral reserve and resource estimates, capital and operating costs estimates, the timi ng and
amount of future production, costs of production, s uccess of mining operations, the ranking of the pro ject in
terms of cash cost and production, permitting, economic return estimates, power and storage facilities, life of
mine, social, community and environmental impacts, lithium and tantalum markets and sales prices, off-take
agreements and purchasers for the Corporation’s pro ducts, environmental assessment and permitting,
securing sufficient financing on acceptable terms, opportunities for short and long term optimization of the
Project, and continued positive discussions and rel ationships 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 actu al
results and future events could differ materially f rom those anticipated in such statements. According ly,
readers should not place undue reliance on forward-looking information.
Although 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: the completion of the
Project’s approval, the completion of the provincia l permitting process, Critical Elements’ ability to secure
sufficient financing to advance and complete the Pr oject, uncertainties associated with the Corporatio n’s
resource and reserve estimates, uncertainties regarding global supply and demand for lithium and tanta lum
and market and sales prices, uncertainties associat ed with securing off-take agreements and customer
contracts, uncertainties with respect to social, co mmunity and environmental impacts, uncertainties wi th
respect to optimization opportunities for the Project, as well as those risk factors set out in the Co rporation’s
year-end Management Discussion and Analysis dated August 31, 2020, the Corporation’s Annual Information
Form dated August 3, 2021, and other disclosure documents available under the Corporation’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 forward-look ing information, whether as a result of new informa tion,
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.