Critical One Energy Announces Closing of Upsized CDN$1,430,000 Flow-Through Private Placement
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UNITED STATES
Critical One Energy Announces Closing of Upsized CDN$1,430,000
Flow-Through Private Placement
Toronto, ON – December 19, 2025 – Critical One Energy Inc. (“Critical One” or the
“Company”) (“Critical One” or the “Company”) (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF) is
pleased to announce that it has closed a non -brokered private placement offering of 1,430,000
flow-through common shares (“ FT Shares ”) at a price of CDN$1.00 per FT Share, for gross
proceeds of CDN$1,430,000 (the “Offering”).
The close of the flow-through private placement upsizes the Company’s previously announced
offering with gross proceeds of up to CDN$1,250,000 (1,250,000 FT Shares at a price of
CDN$1.00 per FT Share ). Please see Critical One’s press release of December 15, 2025 for
reference.
In connection with the Offering, the Company paid an aggregate of CDN$75,000 in finder’s fees,
and issued 75,000 common share purchase warrants of the Company (“ Finder’s Warrants”).
Each Finder’s Warrant is exercisable to purchase one common share in the capital of the
Company at a price of CDN$1.50 per common share for a period of eighteen (18) months from
the date of closing.
The Company intends to use the gross proceeds from the sale of the FT Shares to incur
exploration expenses that are eligible “Canadian exploration expenses” that qualify as “flow -
through critical mineral mining expenditures” as such terms are defined in th e Income Tax Act
(Canada).
All securities issued pursuant to the Offering described above will be subject to a four-month and
one-day hold period.
The Company intends to close an additional private placement on or before December 24, 2025
for aggregate gross proceeds of up to CDN$300,000, consisting of the issuance of up to 300,000
FT Shares at a price of CDN$1.00 per FT Share. The Company may provide compensation in
connection with this offering, consisting of a cash commission of up to 6% of the proceeds raised,
as well as common share purchase warrants in an amount up to 6% of the FT Shares issued.
Each common share purchase warrant will entitle th e holder to purchase one common share in
the capital of the Company at a price of CDN$1.50 per common share for a period of eighteen
(18) months from the date of closing.
About Critical One Energy Inc.
Critical One Energy Inc. is a forward -focused critical minerals and upstream energy company,
powering the future of clean energy and advanced technologies. The Howells Lake Antimony -
Gold Project focuses the Company’s exposure on antimony, one of the most in -demand critical
minerals, as well as gold, which is known to occur at numerous locations on the Howells Lake
Project. 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
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, 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;
and the Company will be able to use the proceeds from the private placement as currently anticipated and described herein.
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 common shares on the terms described i n this
press release or at all, and that the Company will not have sufficient resources in order to carry out its exploration plans as currently
anticipated.
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.