Critical One Closes Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Critical One Closes Private Placement
Toronto, ON – June 26, 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 the press release issued on June 9, 2025, the Company has closed its
non-brokered financing and issued 2,500,000 units (the “Units”) at a price of CDN$0.40 per Unit
for aggregate gross proceeds of CDN$1,000,000 (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) 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$0.60 for a period of eighteen (18) months from the date of issuance.
As part of the Private Placement, one director participated for an aggregate value of CDN$92,000
and received 230,000 Units (the “Related Party”).
The issuance of Units to the Related Party 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 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$55,400.
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.
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 C ompany’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 portf olio is led by antimony-
gold exploration potential in Canada and uranium investment interests 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
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, expressio ns, 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, tha t: 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, b ut 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 based on the beliefs, estimates, expec tations, 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.