Mr. Jean-Sebastien Lavallee reports

CRITICAL ELEMENTS ANNOUNCES BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$6.0 MILLION

Critical Elements Lithium Corp. has entered into an agreement with Red Cloud Securities Inc., as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase for resale: (i) five million common shares of the corporation at a price of 40 cents per HD (hard-dollar) share; and (ii) 6,666,667 common shares of the corporation to be sold and issued as flow-through (FT) shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of 60 cents per FT share on a bought deal basis in a private placement for aggregate gross proceeds of approximately $6-million.

The corporation will grant to the underwriters an option, exercisable up to 48 hours prior to the closing date, to purchase for resale up to an additional $1-million in any combination of HD shares and FT shares at their respective offering prices. The base offering and the shares issuable upon exercise of the underwriters' option shall be collectively referred to as the offering.

The corporation will have the right to include a list of subscribers to purchase offered shares reflecting gross proceeds of up to $500,000 under the offering.

The corporation intends to use the net proceeds of the offering to finance exploration programs at the corporation's Rose West block, forming part of the Rose lithium-tantalum property and Nemaska belt properties in Quebec, 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) related to the corporation's Rose West block forming part of the Rose lithium-tantalum property and Nemaska Belt properties in Quebec on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers of FT shares effective Dec. 31, 2025.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the offered shares will be offered for sale to purchasers resident in all of the provinces of Canada 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 expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The HD shares may also be sold in offshore jurisdictions and/or in the United States on a private placement basis pursuant to one or more exemptions or exclusions from the registration requirements of the United States Securities Act of 1933, as amended, and all applicable U.S. state securities laws.

There is an offering document related to the offering that can be accessed under the corporation's profile on SEDAR+ and on the corporation's website. Prospective investors should read this offering document before making an investment decision.

The offering is scheduled to close on Dec. 5, 2025, or such other date as the corporation and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

About Critical Elements Lithium Corp.

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 Quebec, the corporation's first lithium project to be advanced within a land portfolio of over 1,016 square kilometres. On Aug. 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 per cent, with an estimated after-tax net present value of $2.2-billion (U.S.) at a discount rate of 8 per cent. In the corporation's view, Quebec is strategically well positioned for United States and European Union markets, and boasts good infrastructure, including a low-cost, low-carbon power grid featuring 94-per-cent hydroelectricity. The project has received approval from the Federal Minister of Environment and Climate Change on the recommendation of the joint assessment committee, comprising 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 Quebec Minister of the Environment, the Fight against Climate Change, Wildlife and Parks, and the project mining lease from the Quebec Minister of Natural Resources and Forests under the Quebec Mining Act.

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