Critical Elements Announces Upsizing of Previously Announced Bought Deal Private Placement
PRESS RELEASE
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NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES .
CRITICAL ELEMENTS ANNOUNCES UPSIZING OF PREVIOUSLY
ANNOUNCED BOUGHT DEAL PRIVATE PLACEMENT
January22,2021 – MONTRÉAL , QUÉBEC – Critical Elements Lithium Corporation (the “ Corporation ”
or “ Critical Elements ”) (TSX-V: CRE) (US OTCQX: CRECF) (FSE: F12) is ple ased to announce
that in connection with its previously announced bo ught deal private placement offering (the
“Offering ”), the Corporation and a syndicate of underwriters led by Paradigm Capital Inc. and
Cantor Fitzgerald Canada Corporation (the “ Co-Lead Underwriters ”) and including Stifel GMP and
Raymond James Ltd. (together with the Co-Lead Under writers, the “ Underwriters ”) have agreed
to increase the size of the Offering to raise total gross proceeds of $15,000,040. The Corporation
will now issue 13,636,400 Units of the Corporation at $1.10 per Unit (the “ Issue Price ”).
Each Unit of the Corporation will consist of one co mmon share in the capital of the Corporation (a
"Common Share ") and one-half of one common share purchase warran t (each whole warrant a
“Warrant ”). Each whole Warrant will entitle the holder ther eof to purchase one Common Share at
a price of $1.75 for a period of two years following the Closing Date.
Given the upsize to the Offering, the parties have agreed to remove the previously announced
Underwriters’ option.
The net proceeds from the Offering will be primaril y used for exploration and development, and
general working capital purposes.
The Offering is expected to close on or about February 11 , 2021 (the “ Closing Date ”) and is subject
to certain closing conditions including, but not li mited to, the receipt of all necessary approvals
including the conditional listing approval of the T SX Venture Exchange (the “ TSX-V ”). The
securities issued under the Offering will be subject to a hold period in Canada expiring four months
and one day from the closing date of the Offering. The Offering is subject to final acceptance of the
TSX-V.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an applicable exemption
from the registration requirements. This press rele ase shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such
offer, solicitation or sale would be unlawful.
ABOUT CRITICAL ELEMENTS LITHIUM CORPORATION
Primero Group recently completed the first phase of its Early Contractor Involvement agreement
with the Corporation and provided a Guaranteed Maximum Price for the engineering, procurement
and construction of the wholly-owned Rose Lithium-Tantalum project (the “ Project ”) on a lump sum
turnkey basis that is in line with the Project’s fe asibility study published November 29, 2017. The
Project feasibility study is based on price forecas ts of US $750/tonne for chemical-grade lithium
concentrate (5% Li2O), US $1,500/tonne for technical-grade lithium concentrate (6% Li2O) and US
$130/kg for Ta2O5 in tantalite concentrate, and an exchange rate of US $0.75/CA $. The internal
rate of return (“IRR”) for the Project 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 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 confidence 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 ore, 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% Li2O and 133 ppm Ta2O5, including dilution. The mill will process 1.61 million tonnes of ore
per year to produce an annual average of 236,532 to nnes of technical and chemical grade
spodumene concentrate and 429 tonnes of tantalite concentrate.
FOR MORE INFORMATION :
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 state 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 mineral reserve estimates, mineral resource
estimates, realization of mineral reserve and resou rce estimates, capital and operating costs estimate s, the
timing and amount of future production, costs of production, success of mining operations, the ranking of the
project in terms of cash cost and production, permi tting, 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 products, environmental assessment an d
permitting, securing sufficient financing on acceptable terms, opportunities for short and long term optimization
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 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 infor mation include, but are not limited to: Critical El ements’
ability to secure sufficient financing to advance a nd complete the Project, uncertainties associated w ith the
Corporation’s resource and reserve estimates, uncertainties regarding global supply and demand for lit hium
and tantalum and market and sales prices, uncertain ties associated with securing off-take agreements a nd
customer 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 t he
Corporation’s year-end Management Discussion and An alysis dated August 31, 2020 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-
looking information, whether as a result of new inf ormation, future events or results or otherwise, ex cept 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.