Saturday, September 26, 2026
MiningNewsTerminal
Saturday, September 26, 2026 Admin

CRTL.CN ·

Critical One Energy Announces Upsized CDN$1,250,000 Flow-Through Private Placement

Financings

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

UNITED STATES

Critical One Energy Announces Upsized CDN$1,250,000 Flow-Through

Private Placement

Toronto, ON – December 15, 2025 – Critical One Energy Inc. (formerly Madison Metals Inc.)

(“Critical One” or the “Company”) (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF0) , a leading

Canadian mining exploration company focused on critical metals and minerals, is pleased to

announce that it intends to complete an upsized non-brokered private placement offering of up to

1,250,000 flow-through common shares (“FT Shares”) at a price of CDN$1.00 per FT Share, for

gross proceeds of up to CDN$1,250,000 (the “Offering”).

The Company may pay finder’s fees on a portion of the Offering to eligible finders in the form of

(i) a cash commission of up to 6.0% of the gross proceeds raised under the Offering, and (ii)

common share purchase warrants of the Company (“ Finder’s Warrants”) in an amount up to

6.0% of the FT Shares issued under the Offering. Each Finder’s Warrant will be exercisable to

purchase one common share in the capital of the Company at a price of $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).

The Offering is scheduled to close on or about December 19, 2025. All securities issued pursuant

to the Offering described above will be subject to a four-month and one-day hold period.

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

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

[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, 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.