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CRTL.CN ·

Critical One Announces $1.0 Million Non-Brokered Private Placement

Financings

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE

UNITED STATES

Critical One Announces $1.0 Million Non-Brokered Private Placement

Toronto, ON – June 9, 2025 – Critical One Energy Inc. (formerly Madison Metals Inc.) (“Critical

One” or the “Company”) (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF0) is pleased to announce

that it has arranged a private placement financing consisting of the sale of up to 2,500,000 units

(the “Units”) in the capital of the Company at a price of CDN$0.40 per Unit for aggregate gross

proceeds of up to CDN$1,000,000 (the “Offering”).

Each Unit consists of one (1) common share in the capital of the Company (a “Common Share”)

and one-half (1/2) of one common share purchase warrant (each whole common share purchase

warrant, a “Warrant”). Each full Warrant entitles the holder thereof to purchase one Common

Share in the capital of the Company for a price of CDN$0.60 for a period of eighteen (18) months

from the date of closing.

It is anticipated that insiders of the Company will be participating in the Offering. Their ongoing

support underscores management’s confidence in the value and potential of the Howells Lake

Antimony-Gold Project.

The proceeds from the Offering will be used by the Company for activities directly relating to

activities at the Howells Lake Antimony Gold Project, including data processing, geophysics,

permitting and drilling, to strengthen the Company’s balance sheet, to pursue corporate strategies

and for general working purposes. In connection with the Offering, the Company may pay finders’

fees of 6% in cash to qualified agents, consultants or brokers.

About Critical One Energy Inc.

Critical One Energy Inc. (formerly Madison Metals Inc.) is a forward-focused critical minerals and

upstream energy company, powering the future of clean energy and advanced technologies. The

addition of the Howells Lake Antimony-Gold Project broadens the Company’s exposure to

antimony, one of the most in- demand critical minerals. Backed by seasoned management

expertise and prime resource assets, Critical One is strategically positioned to meet the rising

global demand for critical minerals and metals. Its mine exploration portfolio is led by antimony -

gold exploration potential in Canada and uranium in Namibia, Africa. By leveraging its technical,

managerial, and financial expertise, the Company upgrades and creates high- value projects,

thereby driving growth and delivering value to its shareholders.

Additional information about Critical One Energy Inc. can be found at criticaloneenergy.com and

on the Company’s SEDAR+ profile at www.sedarplus.ca.

For further information, please contact:

Duane Parnham

Executive Chairman & CEO

Critical One Energy Inc.

+1 (416) 489-0092

[email protected]

Media inquiries:

Adam Bello

Manager, Media & Analyst Relations

Primoris Group Inc.

+1 (416) 489-0092

[email protected]

Neither the Canadian Securities Exchange nor CIRO accepts responsibility for the adequacy or

accuracy of this release.

Forward-looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained

herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information

can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”,

“proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions, and grammatical variations

thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward- looking

information contained in this press release includes, but is not limited to, statements relating to the terms and timing of the private

placement described in this press release and the anticipated uses of the proceeds raised from such private placement.

Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based

on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that: the

Company will receive all necessary approval required in order to complete the issuance of the securities pursuant to the priv ate

placement described in in this press release; and that there will be sufficient interest from potential investors in order to complete the

private placement on the terms as described herein or at all.

However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ

materially from future results expressed, projected, or implied by such forward- looking statements. Such risks include, but are not

limited to, the risk that the Company will not be able to proceed with the issuance of units on the terms described in this press release

or at all.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this

press release are expressly qualified in their entirety by this cautionary statement. The forward- looking statements contained herein

are made as at the date hereof and are bas ed on the beliefs, estimates, expectations, and opinions of management on such date.

The Company does not undertake any obligation to update publicly or revise any such forward- looking statements or any forward-

looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain

any material difference between subsequent actual events and such forward-looking information, except as required under applicable

securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put

undue reliance on forward-looking information.