Critical One Announces Issuance of Shares in Connection with Howells Lake Acquisition, Debt Settlement and Finders Fees
Critical One Announces Issuance of Shares in Connection with Howells Lake
Acquisition, Debt Settlement and Finders Fees
TORONTO, ON – February 11, 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, further to its press releases dated September 19, 2024, December 10, 2024 and
January 13, 2025, it has issued an aggregate of 3, 181,532 common shares (each a “ Common
Share”) at a price of CDN$0.30 per Common Share in connection with the transactions described
below.
Further to its press release dated January 13, 2025, as partial consideration for acquiring a 100%
interest in a large, belt-scale antimony-gold project covering 13,990.90 hectares over 697 claims
(the “Howells Lake Project ”) via two purchase and sale agreements (together, the “ Howells
Lake Project Agreements ”), one with Bounty Gold Corp. (“ Bounty Gold”) and the other with
several vendors (the “ Vendor Group”), the Company has issued 125,000 Common Shares to
Bounty Gold and 2,000,000 Common Shares to the Vendor Group. These Common Shares
comprise the initial share issuances pursuant to the Howells Lake Project Agreements . An
additional 2,875,000 Common Shares are required to be issued by the Company in connection
with the Howells Lake Project Agreements over the next three years. No finder’s fees are payable
in connection with the Company’s acquisition of the Howells Lake Project.
Further to its press release dated December 10, 2024, the Company has settled debt owed to
various creditors in an aggregate amount of $249,459.60 through the issuance of 831,532
Common Shares at a deemed price of CDN$0.30 per Common share. Three of the creditors,
Duane Parnham , Roger Laine and Ryan Thompson , are insiders of the Company, and the
issuance of securities to these individuals is considered a “related party transaction” subject to
the requirements of TSXV Policy 5.9 and Multilateral Instrument 61 -101 Protection of Minority
Security Holders in Special Transactions (“MI 61 -101”). The Company has relied on the
exemptions from the formal valuation and minority shareholder approval requirements under
sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the value of the securities issued to the
insiders does not exceed 25% of the Company’s market capitalization.
Further to its press release dated September 19, 2024, the Company has issued 225,000
Common Shares at a deemed price of CDN$0.30 per Common Share for an aggregate value of
$67,500.00 to an arms-length individual as a finders fee pursuant to the Company’s agreement
with Star Minerals Limited (“Star”) to allow Star to earn up to a 51% interest in Exclusive
Prospecting License 8531 , which is located near the Rossing Uranium Mine in the Erongo
Uranium Province, Namibia. Under the terms of the option agreement, the Company has received
to date the first option payment from Star of US$75,000 (US$225,000 outstanding) and 4.3 million
common shares.
All securities issued in settlement of debt and pursuant to the agreements with Star and Bounty
Gold described above are subject to a four-month and one-day hold period. Pursuant to the terms
of the purchase and sale agreement with the Vendor Group, all securities issued pursuant to that
agreement are subject to an escrow arrangement which provides that the securities will be
released from escrow over a twenty-four-month period, with 25% of the securities being released
at six-month, twelve-month, eighteen-month and twenty-four-month intervals.
About Critical One
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.
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 in Canada and uranium in Namibia, Africa. By leveraging
its technical, managerial, and financial expertise, the Company upgrades and creates high-value
projects while joint venturing non-core assets to generate cash flow, driving growth and delivering
value for its shareholders.
Additional information about Critical One Energy Inc. can be found at madisonmetals.ca and on
the Company’s SEDAR+ profile at sedarplus.ca.
For further information, please contact:
Duane Parnham
Executive Chairman & CEO
Critical One Energy Inc.
+1 (416) 489-0092
Media inquiries:
Adam Bello
Manager, Media & Analyst Relations
Primoris Group Inc.
+1 (416) 489-0092
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 variat ions
thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy.
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, b ut are not
limited to; the risk that market interest in the Company’s securities is uncertain and future interest cannot be predicted; the possibility
that the Company will not be able to proceed with currently anticipated future exploration plans on its properties; risks relating to the
mining industry and market conditions generally; general risks relating to publicly traded securities and public companies; and other
risk factors as described in the Company’s continuous disclosure documents.
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 based 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 f orward-
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.