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ILC.V ·

ILC Critical Minerals Ltd. Announces Private Placement

Financings

ILC Critical Minerals Ltd. Announces Private

Placement

Vancouver, British Columbia--(Newsfile Corp. - February 3, 2026) - ILC Critical Minerals Ltd. (TSXV:

ILC) (OTCQB: ILHMF) (FSE: IAH0) ("

ILC

" or the "

Company

") is pleased to announce a non-brokered

private placement (the "Offering") of up to 100,000,000 common shares at CAD$0.025 per share to

raise gross proceeds of up to CAD$2,500,000. There are no warrants attached to this placement.

Proceeds of the private placement will be used partly to enable the Company to invest in growing its

Southern African and Canadian operations and partly for general working capital purposes. If ILC

decides to exercise its option, the Company may use part of the proceeds to exercise the option to

acquire Lepidico (Mauritius) Ltd. ("Lepidico Mauritius") with a final net amount payable of around

CAD$450,000. Lepidico Mauritius owns 80% of the company in Namibia that owns the Karibib project.

A table showing approximate split of proceeds if the full CAD$2.5 million is raised is as follows :

Amount CAD$

Percentage

Final payment to acquire Lepidico Mauritius

(if option exercised)

450,000

18.0

Exploration expenditure in Namibia* and Canada

950,000

38.0

Non arms length parties - Management fees

440,000

17.6

Working Capital

660,000

26.4

Total

2,500,000

100.0

*Assumes Lepidico Mauritius option exercised

Payments to persons conducting Investor Relations activities are expected to be appreciably less than

10% of the gross proceeds of the Offering. Any such Investor Relations engagements will be filed with

the TSX Venture Exchange ("TSXV"), in accordance with their policies.

Closing of the Offering is subject to acceptance by the TSXV. All securities issued in connection with the

Offering will be subject to a four-month hold period from the date of issuance under applicable Canadian

securities laws. The Company may pay finders fees on a portion of the placement, as permitted by

TSXV policies and applicable securities laws.

It is anticipated that some directors and insiders will participate in this Offering. The issue of shares (to

the extent subscribed for by insiders) constitute "related party transactions" pursuant to Multilateral

Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the

subscribers include directors of the Company. The Company is exempt from the requirements to obtain

a formal valuation or minority shareholder approval in connection with the shares in reliance on the

exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market

value of the shares to be issued to directors and insiders does not exceed 25% of the Company's

market capitalization.

About ILC Critical Minerals Ltd.

ILC Critical Minerals Ltd., formerly International Lithium Corp., has exploration activities in Ontario,

Canada, with intentions to expand into Southern Africa. It has projects at various stages, ranging from

Definitive Feasibility Study at Karibib in Namibia (note that ILC currently has an option only and is

treating this as historic information at this point and not a current resource for ILC) to Preliminary

Economic Assessment at Raleigh Lake to Pre-Drilling at Wolf Ridge. The primary target metals in

Canada are lithium, rubidium and copper. There are three projects (two in Ontario and one in Ireland) in

which ILC has sold its share, but where the Company stands to receive future payments from either a

resource milestone being achieved or from a Net Smelter Royalty. In Namibia the Karibib project

contains lithium, rubidium and cesium.

While the world's politicians remain divided on the future of the energy market's historic dependence on

oil and gas and on "Net Zero", there is in any scenario an ever-increasing and significant demand for

electricity driven by AI and data centres, and by a likely unstoppable momentum towards electric vehicles

and grid-scale electricity storage. All of these contribute to rising demand for lithium, copper, and other

metals. Rubidium is also a critical metal, strategic for high-precision clocks, space technology, and

improving the performance of certain types of solar panels. ILC has seen the politically driven,

increasingly urgent push by the USA, Canada, the EU, and other major economies to safeguard their

supplies of critical minerals and to become more self-sufficient. The Company's Canadian and Southern

African projects, which contain lithium, rubidium, cesium and copper, are strategic in this regard.

The Company's key mission for the next decade is to generate revenue for its shareholders from lithium,

rubidium and other critical minerals while also contributing to the creation of a greener, cleaner planet

and less polluted cities.

This includes optimizing the value of ILC's existing projects in Canada as well as finding, exploring and

developing projects that have the potential to become world-class deposits. The Company announced

that it regards Southern Africa as a key strategic target market and, in addition to Namibia, it has

applied for and hopes to receive EPOs in Zimbabwe. The board hopes to make further announcements

on the portfolio developments over the next few weeks and months.

The Company's interests in various projects now consist of the following, and in addition, the Company

continues to seek other opportunities:

Name

Metal

Location

Stage

Area in

Hectares

Current

Ownership

Percentage

Future Ownership % if

options exercised and/or

residual interest

Operator or

JV Partner

Raleigh Lake

Lithium

Rubidium

Ontario

Dec 2023 : PEA for Li

completed Apr 2023 Maiden

Resource Estimates for Li

and Rb

32,900

100%

100%

ILC

Rubicon + Helikon

+ Exclusive

Prospecting

Licence

Lithium

Rubidium

Cesium

Karibib,

Namibia

2021 : Feasibility Study

completed for Li, Rb and Cs

under JORC

29,500

0 %

80%

Lepidico; ILC

if option

exercised

Firesteel

Copper,

Cobalt

Ontario

Initial Drilling

6,600

90%

90%

ILC

Wolf Ridge

Lithium

Ontario

Pre-Drilling

5,700

0%

100%

ILC

Mavis Lake

Lithium

Ontario

May 2023

Maiden Resource

Estimate

2,600

0%

0%

(carries an extra earn-in

payment of AUD$ 0.75

million if resource targets

met)

Critical

Resources

Limited

(ASX:CRR)

Avalonia

Lithium

Ireland

Drilling

29,200

0%

0%

2.0% Net Smelter Royalty

GFL Intl Co

Ltd. (owned

by Ganfeng

Lithium

Group Co.

Ltd)

Forgan/

Lucky Lakes

Lithium

Ontario

Drilling

< 500

0%

0%

1.5% Net Smelter Royalty

Power

Minerals

Limited

(ASX: PNN)

The Company's primary strategic focus at this point is on the Raleigh Lake Project, comprising lithium

and rubidium, and the Firesteel copper project in Canada, as well as obtaining EPOs and mineral

claims in Zimbabwe. The Karibib projects in Namibia, including further development of the EPL there,

will be a high priority if ILC decides to exercise its option and remain involved.

The Raleigh Lake Project now encompasses 32,900 hectares (329 square kilometres) of mineral claims

in Ontario and represents ILC's most significant project in Canada. To date, drilling has occurred on less

than 1,000 hectares of the Company's claims. A Preliminary Economic Assessment was published for

ILC's lithium at Raleigh Lake in December 2023, with a detailed economic analysis of ILC's separate

rubidium resource still pending. This showed, for the lithium only and not yet taking into account the

rubidium, a Post-tax NPV of CAD$342.9 million and a Post-tax IRR of 44.3% p.a. This was based on a

spodumene price of US$2,350 per tonne. As at February 2, 2026 the spot spodumene price was US$

1,965 per tonne. Raleigh Lake is 100% owned by ILC, free from any encumbrances and royalties. The

Raleigh Lake Project boasts excellent access to roads, rail, and utilities.

A continuing goal has been to remain a well-funded, strategically run company that turns ILC's

aspirations into reality. Following the disposal of the Mariana project in Argentina in 2021, the Mavis

Lake project in Canada in 2022, and the Avalonia project in 2025, ILC has continued to generate

sufficient cash inflows to advance its exploration projects.

With increasing demand for high-tech rechargeable batteries used in electric vehicles, energy storage,

and portable electronics, lithium has been dubbed "the new oil". It is a key part of a green, sustainable

economy. By positioning itself on projects with significant resource potential and solid strategic partners,

ILC aims to become a preferred lithium and critical minerals resource developer for investors and to

continue building value for its shareholders throughout the 2020s, the decade of battery metals.

On behalf of the Company,

John Wisbey

Chairman and CEO

www.ilccm.com

For further information concerning this news release, please contact

[email protected]

or

[email protected]

, or telephone +1 236 358 9100

_______________________________________________________________________________________

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy

of this release.

Cautionary Statement Regarding Forward-Looking Information

Except for statements of historical fact, this news release or other releases contain certain "forward-

looking information" within the meaning of applicable securities law. Forward-looking information or

forward-looking statements in this or other news releases may include: the timing of completion of any

offering and the amount to be raised, the likelihood or otherwise of the Company exercising its option

on Lepidico Mauritius, the outcome of and issues around the arbitration involving Lepidico Namibia,

the effect on results of anticipated production rates, the timing and/or anticipated results of drilling on

the Karibib or Raleigh Lake or Firesteel or Wolf Ridge projects, expected commodity prices, the

expectation of resource estimates, preliminary economic assessments, feasibility studies, lithium or

rubidium or cesium or copper recoveries, modeling of capital and operating costs, results of studies

utilizing various technologies at the company's projects, the Company's budgeted expenditures,

government permits or approval for licences and licence renewals, future plans for expansion in

Southern Africa and planned exploration work on its projects, increased value of shareholder

investments in the Company, the potential from the Company's third party earn-out or royalty

arrangements, the future demand for lithium, rubidium, cesium and copper, and assumptions about

ethical behaviour by our joint venture partners or shareholders in our projects or third party operators

of projects or royalty partners. Such forward-looking information is based on assumptions and subject

to a variety of risks and uncertainties, including but not limited to those discussed in the sections

entitled "Risks" and "Forward-Looking Statements" in the interim and annual Management's

Discussion and Analysis which are available at

www.sedarplus.ca

. While management believes that

the assumptions made are reasonable, there can be no assurance that forward-looking statements will

prove to be accurate. Should one or more of the risks, uncertainties or other factors materialize, or

should underlying assumptions prove incorrect, actual results may vary materially from those

described in forward-looking information. Forward-looking information herein, and all subsequent

written and oral forward-looking information are based on expectations, estimates and opinions of

management on the dates they are made that, while considered reasonable by the Company as of the

time of such statements, are subject to significant business, economic, legislative, and competitive

uncertainties and contingencies. These estimates and assumptions may prove to be incorrect and

are expressly qualified in their entirety by this cautionary statement. Except as required by law, the

Company assumes no obligation to update forward-looking information should circumstances or

management's estimates or opinions change.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/282473