Critical One Closes Oversubscribed Private Placement and Issues Stock Options
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Critical One Closes Oversubscribed Private Placement and Issues Stock Options
TORONTO, ON – April 30, 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 a press release issued on April 14, 2025, the Company has closed its
oversubscribed, non-brokered financing and issued 6,075,000 units (the “ Units”) at a price of
CDN$0.20 per Unit for aggregate gross proceeds of CDN$1,215,000 (the “Private Placement”).
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 for a price of CDN$0.35 for a period of eighteen (18) months from the date of issuance.
As part of the Private Placement, two directors participated for an aggregate value of
CDN$240,000 and received 1,200,000 Units (together, the “Related Parties”).
The issuance of Units to the Related Parties constitutes a “related party transaction” as such term
is defined by Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions (“MI 61 -101”). The Company has relied on the exemption from the MI 61 -101
valuation and minority approval requirements for related-party transactions under sections 5.5(a)
and 5.7(1)(a) of MI 61 -101 as neither the fair market value (as determined under MI 61 -101) of
the subject matter of, nor the fair market value of the consideration for, the issuance of Common
Shares to the Related Parties, exceeds 25% of the Company’s market capitalization (as
determined under MI 61-101).
All securities issued pursuant to the Private Placement described above will be subject to a four-
month and one-day hold period.
In connection with the Private Placement, the Company paid compensation to certain eligible
finders consisting of cash finder’s fees in an aggregate amount of CDN$67,100.
It is anticipated that proceeds from the Private Placement will be used for exploration activities on
the Company’s Howells Lake Antimony-Gold Project, as well as general and administrative
expenses. The Howells Lake Antimony-Gold Project is located in the Thunder Bay Mining Division
of Ontario, Canada.
Stock Options
Critical One also announces that it has granted stock options exercisable for 550,000 common
shares to certain members of management and the Board of Directors of the Company . The
options will vest immediately and are exercisable at a price of CDN$ 0.45 per share for a period
of five years following the grant date.
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.
Backed by seasoned management expertise and prime resource assets, Cr itical 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, ma nagerial, 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 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 e vents 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 anticipated uses of t he 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, tha t: the
Company will have the resources required to conduct future explorations at its mineral properties as currently anticipated, 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, b ut are not
limited to: the risk that the Company will not be able to conduct anticipated exploration activities on its properties; general risks relating
to the mining industry; and risks relating to market conditions.
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.