Critical One Provides an Update on its Acquisition of the Howells Lake Project
Critical One Provides an Update on its Acquisition of the Howells Lake Project
Toronto, ON – January 13, 2025 – Critical One Energy Inc . (formerly Madison Metals Inc.)
(“Critical One”, or the “ Company”) (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF0) announces
that, further to its news release dated December 2, 2024, it has entered into definitive purchase
and sale agreements with Bounty Gold Corp. (“Bounty Gold” and when referencing its purchase
and sale agreement, the “Bounty Gold Acquisition Agreement”) and a second agreement with
several vendors (the “Vendor Group” and when referencing its purchase and sale agreement,
the “ Vendor Group Acquisition Agreement ”) to acquire 100% interest in a large, belt -scale
antimony-gold project covering 13,990.90 hectares over 697 claims. The Howells Lake Antimony
Gold Project (“ Howells Lake Project ”) is located in the Howells Lake area in the Thunder Bay
Mining Division of Ontario, Canada . The acquisition of the Howells Lake Project will be through
cash payments and the issuance of common shares in the capital of the Company (“ Common
Shares”), as further set out below.
The Company signed the Bounty Gold Acquisition Agreement on January 7, 2025, and the Vendor
Group Acquisition Agreement on December 29, 2024, respectively.
For consideration to acquire the portion of the Howells Lake Project owned by Bounty Gold ,
Critical One will pay Bounty Gold an initial cash payment of CDN$25,000 and issue to it 125,000
Common Shares. Bounty Gold will also be granted a 2% net smelter return (“ NSR”) with a 1%
NSR buyback right in favour of the Company for CDN$1 million , at any time prior to
commencement of commercial production in respect of the claims purchased under the Bounty
Gold Acquisition Agreement.
To acquire the portion of the Howells Lake Project owned by the Vendor Group, Critical One will
issue the Vendor Group : (i) 2,000,000 Common Shares within ten (10) days of executing the
Vendor Group Acquisition A greement (the “ Initial Vendor Group Share Issuance ”); (ii)
1,500,000 Common Shares on the first anniversary of the effective date of the Vendor Group
Acquisition Agreement (the “First Vendor Group Share Issuance”); and (iii) 1,000,000 Common
Shares on the second anniversary of the effective date of the Vendor Group Acquisition
Agreement. The Common Shares issued under the Initial Vendor Group Share Issuance and the
First Vendor Group Share Issuance will be subject to an escrow agreement between the
Company and the Vendor Group . The Company will also enter into consulting contracts for
drilling, geophysical surveys and geological services with the Vendor Group . Critical One has
granted the Vendor Group a 2% NSR, with the Company retaining the option to repurchase 1%
of the NSR for CDN$2 million . The Vendor Group will also be paid a cash payment of
CDN$100,000 on or before January 15, 2025 , to be used for initial exploration work, permits,
mobilization studies, and geological studies on the claims purchased under the Vendor Group
Acquisition Agreement. Upon delivery of a National Instrument (NI) 43-101 technical report that
includes NI 43-101 mineral resources on their respective properties and initial compliant resource
estimate, Critical One will pay to the Vendor Group an additional case payment of CDN$1 million.
All Common Shares issued in connection with the acquisition of the Howells Lake Project shall
be considered validly issued as fully paid and non-assessable.
No finders’ fees are payable in connection with either of the transactions.
Qualified Person
Bruce Durham, P.Geo., a qualified person under NI 43-101, has reviewed and approved the
technical content of this news release as it pertains to the Howells Lake Project.
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, 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 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 press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties
and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such
statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements
of present or historical fact are forward -looking statements and include but are not limited to statements with respect to the Bounty
Gold Acquisition Agreement, the Vendor Group Acquisition Agreement, the Initial Vendor Group Share Issuance Escrow Agreement
and that the transactions will be completed on the terms provided herein or at all, the benefits of the transaction to the Company and
the Bounty Gold and the Vendor Group and the receipt of all required approvals. Forward -looking statements include words or
expressions such as “proposed”, “will”, “subject to”, “near future”, “in the event”, “would”, “expect”, “prepared to” and other similar
words or expressions. Factors that could cause future results or events to differ materially from current expectations expres sed or
implied by the forward-looking statements include general business, economic, competitive, political and social uncertainties; the state
of capital markets; risks relating to (i) the ability of the parties to satisfy the conditions of the agreements contemplated herein, (ii) the
impact on the respective businesses, operations and financial condition of the Company, Bounty Gold and the Vendor Group resulting
from the announcement of the transaction and/or the failure to complete the transaction on terms described or at all, (iii) delay or
failure to receive board, shareholder, regulatory or court approvals, wherever applicable, or any other conditions precedent to the
completion of the transaction, (iv) failure to realize the anticipated benefits of the transaction, (v) other unforeseen even ts,
developments, or factors causing any of the aforesaid expectatio ns, assumptions, and other factors ultimately being inaccurate or
irrelevant. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory
authorities that are available at www.sedarplus.ca. The Company disclaims any obligation to update or revise these forward -looking
statements, except as required by applicable law.