Critical One Provides Update on its Acquisition of the Howell Lake Project

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TORONTO, Jan. 13, 2025 (GLOBE NEWSWIRE) — Critical One Energy Inc. (formerly Madison Metals Inc.) (“Serious“, or”Company”) (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF0) announces that, in its press release dated December 2, 2024, it has entered into direct purchase and sale agreements with Bounty Gold Corp. (“Good Gold” and when referring to an agreement of sale and purchase, “Gold Discovery Agreement”) and a second agreement with several vendors (the “Merchant Group” and when referring to an agreement of sale and purchase, “Seller Group Acquisition Agreement”) for a 100% interest in a large, belt-scale antimony-gold project covering 13,990.90 acres over 697 claims. The Howell Lake Antimony Gold Project (“Howell Lake Project”) is located in the Howells Lake area of ​​the Thunder Bay Mining Division of Ontario, Canada. The acquisition of the Howell Lake project will be made through cash payments and the issuance of common shares of the Company’s capital (“Common Shares”), as described below.

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The Company signed the Gold Cash Acquisition Agreement on January 7, 2025, and the Merchant Group Acquisition Agreement on December 29, 2024, respectively.

In consideration for the acquisition of Bounty Gold’s share of the Howells Lake Project, Critical One will pay Bounty Gold an initial cash payment of CDN$25,000 and issue 125,000 Common Shares. Bounty Gold will also be awarded 2% of the net smelter return (“NSR”) with a 1% NSR purchase right in favor of the Company for CDN$1 million, at any time prior to the commencement of commercial production in respect of the claims purchased under the Gold Mining Agreement.

To acquire the portion of the Howell Lake project owned by the Vendor Group, Critical One will issue to the Vendor Group: (i) 2,000,000 Common Shares within ten (10) days of the execution of the Vendor Group Acquisition Agreement (the “Release of First Merchant Group Allocation”); (ii) 1,500,000 Common Shares on the effective date of the Seller Group Acquisition Agreement (the “Issuance of First Seller Group Shares”); and (iii) 1,000,000 Common Shares in the second year of the effective date of the Seller Group Acquisition Agreement. The Ordinary Shares issued under the Initial Seller Group Share Issuance and the Initial Seller Group Share Issuance will be subject to an issuance agreement between the Company and the Seller Group. The Company will also enter into consulting contracts for drilling, geophysical exploration and geological services with the Vendor Group. Critical One granted the Seller Group a 2% NSR, with the Company retaining an 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, consolidation 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 in successive formations and a first compliant estimate of the resource, Critical One will pay the Seller Group an additional litigation fee of CDN $1 million.

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All Common Shares issued in connection with the acquisition of the Howells Lake Project will be deemed to be validly issued as fully paid and non-assessable.

No finder’s fees are payable in connection with any transaction.

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 relates to the Howells Lake Project.

About the Critical One

Critical One Energy Inc. (formerly Madison Metals Inc.) is a pioneering precious minerals and upstream energy company, powering the future of clean energy and advanced technologies. Backed by advanced management expertise and a core resource base, Critical One is well positioned to meet the growing global demand for precious minerals and metals. Its mining exploration portfolio is led by antimony in Canada and uranium in Namibia, Africa. Using its technology, management, and financial expertise, the Company develops and creates high-value projects while jointly leveraging non-core assets to generate cash flow, drive growth and deliver value to its shareholders.

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More information about Critical One Energy Inc. can be found at madisonmetals.ca and on the Company’s SEDAR+ profile at sedarplus.ca.

For more information, please contact:

Duane Parnham
Executive Chairman and CEO
Critical One Energy Inc.
+1 (416) 489-0092
ir@madisonmetals.ca

Media inquiries:

Adam Bello
Manager, Media and Analyst Relations
Company Primoris Group Inc.
+1 (416) 489-0092
media@primorisgroup.com

Neither the Canadian Securities Exchange nor the 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 as a result, actual results and future events may differ materially from those expressed or implied in such statements. You are cautioned not to place undue reliance on forward-looking statements. All statements other than statements of current or historical facts are forward-looking statements and include but are not limited to statements regarding the Good Gold Acquisition Agreement, the Merchant Group Acquisition Agreement, the Merchant Group Initial Share Issuance Agreement and whether the transactions will be completed on the terms provided herein or at all, the benefits of the Company’s transaction and Good Gold and Vendor Group and receipt of all necessary approvals. Forward-looking statements include words or expressions such as “proposed”, “will”, “depends”, “near future”, “if”, “will”, “expect”, “planned” and similar words. or speeches. Factors that could cause future results or events to differ materially from current expectations expressed or implied by forward-looking statements include general business, economic, competitive, political and social uncertainties; the state of financial markets; risks related to (i) the ability of the parties to satisfy the terms of the agreements contemplated herein, (ii) the impact on the respective businesses, operations and financial condition of the Company, Bounty Gold and the Merchant Group as a result of the announcement being made and/or the failure to complete the transaction on the terms described or at all, (iii) delay or failure to obtain board, shareholder, injunctions or court approvals, where applicable, or other conditions precedent to the completion of the transaction, (iv) failure to realize the expected benefits of the transaction, (v) other unexpected events, developments, or factors that cause any of the aforementioned expectations, assumptions, and other factors to be ultimately inaccurate or irrelevant. You can find more information about these and other risks in the filings with Canadian securities regulators available at www.sedarplus.ca. The Company disclaims any obligation to update or revise these forward-looking statements, except as required by applicable law.

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