Critical Elements Closes $15 Million Bought Deal Private Placement of Units
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PRESS RELEASE
/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES /
CRITICAL ELEMENTS CLOSES $15 MILLION BOUGHT DEAL
PRIVATE PLACEMENT OF UNITS
February 11, 2021 - M ONTRÉAL , Q UÉBEC – Critical Elements Lithium Corporation (TSX-V: CRE )
(US OTCQX: CRECF) (FSE: F12) (" Critical Elements " or the " Company ") announces that it has closed
its previously announced bought deal private placement offering (the " Offering ") of 13,636,400 units (each,
a " Unit") of the Company issued at $1.10 per Unit (the “ IssuePrice ”) for gross proceeds of $15,000,040.
Each Unit of the Company consists of one common sha re in the capital of the Company (a " Common
Share ") and one-half of one common share purchase warran t (each whole warrant a “ Warrant”). Each
Warrant entitles the holder thereof to purchase one Common Share at a price of $1.75 for a period of t wo
years following the closing of the Offering.
Paradigm Capital Inc. and Cantor Fitzgerald Canada Corporation acted as co-lead underwriters (the “ Co-
Lead Underwriters ”) in connection with the Offering with a syndicate including Stifel GMP and Raymond
James Ltd. (together with the Co-Lead Underwriters, the “ Underwriters ”).
As consideration for the services provided by the U nderwriters in connection with the Offering, the
Underwriters received: (a) a cash commission equal to 6% of the gross proceeds of the Offering (reduce d
to 3% for certain subscribers on the “ President’s List”); and (b) that number of compensation warrants
(the “ Compensation Warrants ”) as is equal to 6% of the number of Units issued under the Offering
(reduced to 3% with respect to certain subscribers on the President’s List). Each Compensation Warran t
is exercisable to acquire one common share of the Company at a price equal to the Issue Price for a period
of two years after the closing of the Offering.
Insiders of Critical Elements subscribed for a total of 50,000 Units for total gross proceeds of $55,000 under
the Offering. Participation by insiders constitutes a related party transaction as defined under Multi lateral
Instrument 61-101. The issuance of securities to su ch related parties is exempt from the formal valuat ion
requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the
minority shareholder approval requirements of Secti on 5.6 of MI 61-101 pursuant to Subsection 5.7(b) o f
MI 61-101 as the purchase of securities does not exceed 25% of the Company’s market capitalization. The
Company is relying on exemptions from the formal va luation and minority shareholder approval
requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101. The Company
did not file a material change report 21 days prior to the closing of the Offering as the details of t he
participation of insiders of the Company had not been confirmed at that time.
The net proceeds from the Offering will be primaril y used for exploration and development, and general
working capital purposes.
All securities issued in connection with the Offering are subject to a statutory hold period in Canada expiring
four months and one day from the closing of the Offering. The Offering remains subject to final acceptance
of the TSX Venture Exchange.
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The securities offered have not been registered und er the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act ”), and may not be offered or sold in the “United States” or to “U.S. persons” (as such
terms are defined in Regulation S under the U.S. Se curities Act) absent registration under the U.S.
Securities Act and all applicable U.S. state securi ties laws or in compliance with an applicable exemp tion
therefrom. This press release 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 st ate 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 th e
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 feasibility study published November 29, 2017. The Project feasibility study is based
on price forecasts of US $750/tonne for chemical-gr ade 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% discoun t 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 qua lity, densities, shape and physical characteristics can
be estimated with a level of confidence sufficient to allow the appropriate application of technical a nd
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 tonne s of
waste, and 11.0 million tonnes of overburden for a total of 220.2 million tonnes of material. The aver age
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. Th e
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 ann ual
average of 236,532 tonnes of technical and chemical grade spodumene concentrate and 429 tonnes of
tantalite concentrate.
For further information, please contact:
Jean-Sébastien Lavallée, P. Géo.
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 leg islation.
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 statements that certain action s, events or results “may”, “could”, “would”, “migh t” or “will be
taken”, “occur” or “be achieved”. Forward-looking i nformation contained herein include, without limitation, statements
relating to the intended use of proceeds of the Off ering, receipt of final acceptance of the TSX Ventu re Exchange,
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, succes s of mining
operations, the ranking of the project in terms of cash cost and production, permitting, economic retu rn 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 and
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 a re made.
There can be no assurance that such statements will prove to be accurate, as actual results and future events could
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differ materially from those anticipated in such st atements. Accordingly, readers should not place und ue 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 ma y cause actual results to differ materially from ex pected results
described in forward-looking information include, b ut are not limited to: Critical Elements’ ability t o secure sufficient
financing to advance and complete the Project, unce rtainties associated with the Corporation’s resourc e and reserve
estimates, uncertainties regarding global supply an d demand for lithium and tantalum and market and sa les prices,
uncertainties associated with securing off-take agreements and 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 the Corporation’s year-end Management Discussion and Analysis dated August 31, 2020
and other disclosure documents available under the Corporation’s SEDAR profile. Forward-looking inform ation
contained herein is made as of the date of this new s release and Critical Elements disclaims any oblig ation to update
any forward-looking information, whether as a resul t of new information, future events or results or o therwise, 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.