Critical Elements Announces Closing of C$7.0 Million Bought Deal Life Private Placement

Rhea-AI Summary

Critical Elements (OTC:CRECF) closed a bought-deal private placement on December 5, 2025 raising gross proceeds of C$7,000,000.20, including the full exercise of the underwriter's option. The offering comprised 7,500,000 common shares at C$0.40 (HD Shares) and 6,666,667 flow-through shares at C$0.60 (FT Shares).

The company intends to use net proceeds to fund exploration at its Rose West block and Nemaska Belt properties in Québec, plus general working capital. FT proceeds will fund qualifying Canadian exploration expenses to be incurred by December 31, 2026 and renounced effective December 31, 2025. Red Cloud acted as sole underwriter and received C$420,000.01 plus 850,000 broker warrants exercisable at C$0.40 until December 5, 2027.

Positive

• Gross proceeds of C$7,000,000.20 raised
• FT proceeds dedicated to Canadian exploration expenses for Rose West and Nemaska Belt
• FT Qualifying Expenditures must be incurred by Dec 31, 2026

Negative

• Issued 7,500,000 HD shares and 6,666,667 FT shares (share dilution)
• Underwriter fees of C$420,000.01 reduce net proceeds
• 850,000 broker warrants exercisable at C$0.40 through Dec 5, 2027 (potential future dilution)

News Market Reaction

+1.40%

1 alert

+1.40% News Effect

On the day this news was published, CRECF gained 1.40%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: C$7,000,000.20 HD Shares issued: 7,500,000 shares HD Share price: C$0.40 +5 more

8 metrics

Gross proceeds C$7,000,000.20 Bought-deal private placement closing

HD Shares issued 7,500,000 shares Common shares at C$0.40

HD Share price C$0.40 Price per common share in offering

FT Shares issued 6,666,667 shares Flow-through shares at C$0.60

FT Share price C$0.60 Price per flow-through share in offering

Underwriter cash fees C$420,000.01 Fees paid to Red Cloud for the offering

Broker Warrants 850,000 warrants Non-transferable, exercisable at C$0.40

Broker warrant expiry December 5, 2027 Expiry date for exercise at C$0.40

Market Reality Check

Price: $0.3750 Vol: Volume 7,663 vs 20-day av...

low vol

$0.3750 Last Close

Volume Volume 7,663 vs 20-day average 44,342 (relative volume 0.17) ahead of this financing news. low

Technical Price at 0.2556, trading below 200-day MA of 0.32 and 46.59% under the 52-week high.

Peers on Argus

Peers in Other Industrial Metals & Mining showed mixed moves: AMLI up 0.86%, EEM...

Peers in Other Industrial Metals & Mining showed mixed moves: AMLI up 0.86%, EEMMF down 2.62%, SYHBF down 6.91%, while VBAMF and RCKTF were flat. No clear sector-wide direction tied to this financing.

Historical Context

5 past events · Latest: Dec 05 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 05	Private placement close	Neutral	+1.4%	Closing of bought-deal placement raising C$7.0M.20 with broker warrants.
Nov 17	Private placement deal	Neutral	-10.7%	Announcement of C$6.0M bought-deal placement with underwriter option.
Nov 10	Management change	Positive	+0.9%	Appointment of experienced Director of Exploration to lead modeling and drilling.
Nov 04	Exploration results	Positive	-2.3%	High-grade polymetallic and lithium grab sample results from Nemaska Belt.
Sep 11	Exploration results	Positive	-1.4%	Confirmation of Ni-Cu-Co-PGE potential with multiple mineralized samples.

Pattern Detected

Recent company news, including exploration updates and management changes, produced relatively modest single-day reactions, while the earlier private placement announcement saw a larger negative move.

Recent Company History

Over the last few months, Critical Elements released several exploration and corporate updates alongside this financing. High‑grade polymetallic and lithium results on the Nemaska Belt and Rose West area were reported on Sep 11 and Nov 4, 2025, followed by the appointment of a Director of Exploration on Nov 10, 2025. A bought‑deal private placement was announced on Nov 17, 2025 and has now closed on Dec 5, 2025, with proceeds earmarked for Québec exploration and working capital.

Market Pulse Summary

This announcement details the closing of a C$7,000,000.20 bought-deal private placement, issuing 7,5...

Analysis

This announcement details the closing of a C$7,000,000.20 bought-deal private placement, issuing 7,500,000 common shares at C$0.40 and 6,666,667 flow-through shares at C$0.60. Proceeds are earmarked for exploration at the Rose West and Nemaska Belt properties and general corporate purposes. Historically, similar financing on Nov 17, 2025 prompted a notable move, so tracking subsequent exploration milestones and any further equity issuance will be important.

Key Terms

flow-through shares, Canadian exploration expenses, flow-through critical mineral mining expenditures, Income Tax Act (Canada), +4 more

8 terms

flow-through shares financial

"issued as "flow-through shares" within the meaning of subsection 66(15)..."

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

Canadian exploration expenses financial

"used by the Corporation to incur eligible "Canadian exploration expenses"..."

Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.

flow-through critical mineral mining expenditures financial

"qualify as "flow-through critical mineral mining expenditures" as both terms..."

Expenses incurred to explore or develop deposits of minerals considered critical (those key to technology, energy or national supply chains) that a miner legally designates to be claimed by investors instead of the company. Investors who receive these tax-eligible expenses can use them to lower their taxable income, while the company raises capital without carrying the tax burden — like handing an investor a receipt for a tax write-off in exchange for funding. This matters to investors because it changes the after-tax return on their investment and helps mining companies finance risky exploration.

Income Tax Act (Canada) regulatory

"within the meaning of subsection 66(15) of the Income Tax Act (Canada)..."

The Income Tax Act (Canada) is the federal law that sets the rules for how individuals and businesses in Canada calculate, report and pay income taxes, including what counts as taxable income, allowable deductions, credits and the applicable tax rates. Investors care because those rules determine after‑tax profits, how dividends and capital gains are treated, and which tax incentives affect corporate cash flow and valuations—like a rulebook that decides how much of earnings actually reach shareholders.

National Instrument 45-106 - Prospectus Exemptions regulatory

"In accordance with National Instrument 45-106 - Prospectus Exemptions..."

A set of Canadian rules that lets companies sell shares or securities without preparing a full prospectus when they meet specific exemptions, such as selling to experienced investors or in small private deals. For investors this matters because exempt offerings often come with less mandatory disclosure and tighter resale limits, so they can offer higher potential reward but also greater risk and lower liquidity — like buying a private used car based largely on the seller’s word.

listed issuer financing exemption regulatory

"purchasers pursuant to the listed issuer financing exemption under Part 5A..."

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

common share purchase warrants financial

"850,000 non-transferable common share purchase warrants (the "Broker Warrants")..."

A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.

Regulation S regulatory

""U.S. persons" (as defined in Regulation S under the U.S. Securities Act)..."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

MONTRÉAL, QC / ACCESS Newswire / December 5, 2025 / Critical Elements Lithium Corporation (TSX-V:CRE)(FSE:F12) ("Critical Elements" or the "Corporation") is pleased to announce the closing of its previously announced "bought deal" private placement (the "Offering") for aggregate gross proceeds of C$7,000,000.20, which includes the full exercise of the underwriter's option. Pursuant to the Offering, the Corporation sold (i) 7,500,000 common shares of the Corporation (the "HD Shares") at a price of C$0.40 per HD Share (the "HD Share Price") and (ii) 6,666,667 common shares of the Corporation that were sold to charitable purchasers and issued as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "FT Shares", and collectively with the HD Shares, the "Offered Shares") at a price of C$0.60 per FT Share. Red Cloud Securities Inc. ("Red Cloud") acted as sole underwriter and bookrunner in connection with the Offering.

The Corporation intends to use the net proceeds of the Offering to fund exploration programs at the Corporation's Rose West block forming part of the Rose Lithium-Tantalum Property and Nemaska Belt properties in Québec, as well as for general working capital and corporate purposes.

The gross proceeds from the sale of FT Shares will be used by the Corporation to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Corporation's Rose West block forming part of the Rose Lithium-Tantalum Property and Nemaska Belt properties in Québec on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of FT Shares effective December 31, 2025.

In accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offered Shares were sold to purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Offered Shares are immediately freely tradeable under applicable Canadian securities legislation.

There is an offering document dated November 17, 2025 (the "Offering Document") related to the Offering that can be accessed under the Corporation's profile at www.sedarplus.ca and on the Corporation's website at www.cecorp.ca.

As consideration for its services, Red Cloud received aggregate cash fees of C$420,000.01 and 850,000 non-transferable common share purchase warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one common share of the Corporation at the HD Share Price at any time on or before December 5, 2027.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

The securities offered in the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Critical Elements Lithium Corporation

Critical Elements aspires to become a large, responsible supplier of lithium to the flourishing electric vehicle and energy storage system industries. To this end, Critical Elements is advancing the wholly-owned, high-purity Rose Lithium-Tantalum project in Québec, the Corporation's first lithium project to be advanced within a land portfolio of over 1,016 km². On August 29, 2023, the Corporation announced results of a new Feasibility Study on Rose for the production of spodumene concentrate. The after-tax internal rate of return for the Project is estimated at 65.7%, with an estimated after-tax net present value of US$2.2B at an 8% discount rate. In the Corporation's view, Québec is strategically well-positioned for US and EU markets and boasts good infrastructure including a low-cost, low-carbon power grid featuring 94% hydroelectricity. The project has received approval from the Federal Minister of Environment and Climate Change on the recommendation of the Joint Assessment Committee, comprised of representatives from the Impact Assessment Agency of Canada and the Cree Nation Government, received the Certificate of Authorization under the Environment Quality Act from the Québec Minister of the Environment, the Fight against Climate Change, Wildlife and Parks, and the project mining lease from the Québec Minister of Natural Resources and Forests under the Québec Mining Act .

For further information, please contact: Jean-Sébastien Lavallée, P. Géo. Chief Executive Officer 819-354-5146 jslavallee@cecorp.ca www.cecorp.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is described in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary statement concerning forward-looking information

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of Canadian and United States securities legislation (collectively, "forward-looking information"). Generally, forward-looking information can be identified by the use of forward-looking terminology such as "scheduled", "anticipates", "expects" or "does not expect", "is expected", "scheduled", "targeted", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information in this news release includes, without limitation, statements regarding the intended use of proceeds from the Offering and the final approval of the Offering from the TSX Venture Exchange. Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information contained herein is made as of the date of this news release. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Corporation undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

SOURCE: Critical Elements Lithium Corp.

View the original press release on ACCESS Newswire

FAQ

What did Critical Elements (CRECF) announce on December 5, 2025?

Critical Elements closed a bought-deal private placement raising C$7,000,000.20 by issuing HD and flow-through shares.

How many shares did CRECF issue in the December 2025 offering?

The company issued 7,500,000 HD shares at C$0.40 and 6,666,667 FT shares at C$0.60.

What will CRECF use the offering proceeds for?

Net proceeds will fund exploration at the Rose West block and Nemaska Belt properties and for general working capital.

What are the flow-through (FT) expenditure deadlines for CRECF's offering?

FT Qualifying Expenditures must be incurred on or before December 31, 2026 and will be renounced effective December 31, 2025.

What fees and warrants were paid to the underwriter in CRECF's deal?

Red Cloud received C$420,000.01 cash and 850,000 broker warrants exercisable at C$0.40 until Dec 5, 2027.

Are the shares from CRECF's December 2025 offering freely tradeable?

Yes; the Offered Shares were sold under the listed issuer financing exemption and are immediately freely tradeable under applicable Canadian securities law.