Vancouver, British Columbia--(Newsfile Corp. - February 9, 2026) - Element One Hydrogen & Critical Minerals Corp. (CSE: EONE) ("Element One" or the "Company") is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the "Lead Agent" or "Centurion") as lead agent and sole bookrunner in connection with a brokered private placement to raise up to $997,500 through the sale of up to 6,650,000 units of the Company (the "LIFE Units") at an issue price of $0.15 per LIFE Unit on a best effort basis (the "LIFE Offering"). Each LIFE Unit shall consist of one common share in the capital of the Company and one-half share purchase warrant (each whole warrant, a "Warrant"). Each Warrant issued under the LIFE Offering shall entitle the holder thereof to acquire an additional common share at a price of $0.20 for a period of 36 months from the date that is 61 days following the closing date of the LIFE Offering.
The LIFE Units will be offered for sale: (i) by way of a private placement pursuant to the listed issuer financing exemption under Section 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) in British Columbia, Alberta and Ontario (the "LIFE Exemption"); (ii) in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws; and (iii) in jurisdictions outside of Canada and the United States as mutually agreed to by the Company and the Lead Agent, provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction. The securities issued under the LIFE Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
The Company's offering document required under the LIFE Exemption and related to the Offering (the "Offering Document") can be accessed under the Company's profile on SEDAR+ and on the Company's website. Prospective investors should read the Offering Document before making an investment decision. In connection with the Offering, commissions will be payable in accordance with the policies of the Canadian Securities Exchange (the "CSE").
In addition to the LIFE Offering, the Company also announces its concurrent brokered private placement led by Centurion (the "Concurrent Offering" and together with the LIFE Offering, the "Offerings") to raise up to an additional $1,002,500 through the sale of up to 6,683,333 units of the Company (the "Non-LIFE Units") at an issue price of $0.15 per Non-LIFE Unit (the "Non-LIFE Issue Price") on a best effort basis. Each Non-LIFE Unit shall consist of one common share in the capital of the Company and one Warrant. Each Warrant issued under the Concurrent Offering shall entitle the holder thereof to acquire an additional common share at a price of $0.20 for a period of 36 months from the closing date of the Concurrent Offering.
The Company has granted the Lead Agent an option pursuant to which the Lead Agent may increase the size of the Concurrent Offering by up to an additional 6,316,666 Non-LIFE Units at the Non-LIFE Issue Price (the "Agent's Option"). If the Agent's Option is exercised in full, an aggregate of 12,999,999 Non-LIFE Units would be issued under the Concurrent Offering for aggregate gross proceeds of $1,950,000.
The securities issuable under the Concurrent Offering will not be offered pursuant to the LIFE Exemption and will be subject to a statutory four month hold pursuant to applicable Canadian securities laws.
The Company intends to use the proceeds from the Offerings for exploration activities and general working capital.
The Offerings are expected to close on or around February 24, 2026, or such other date as agreed upon between the Company and the Lead Agent, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE.
It is anticipated that certain related parties of the Company and the Lead Agent may acquire either LIFE Units in the LIFE Offering or Non-LIFE Units in the Concurrent Offering in amounts up to approximately 25%. Any participation by insiders of the Company in the Offerings will constitute a related-party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units subscribed for by the related parties, nor the consideration for the LIFE Units or Non-LIFE Units paid by such related parties is expected to exceed 25% of the Company's market capitalization.
Stock Options & RSUs
The Company further announces that it has granted an aggregate 1,225,000 stock options, exercisable at $0.20 per share and valid for a term of one or five years, and an aggregate 347,500 restricted share units, to executive officers, directors and consultants of the Company. The stock options and restricted share units are issued pursuant to the Company's Omnibus Incentive Plan.
Marketing Agreement
The Company is pleased to announce the it has entered into an agreement with Bantr Media Inc. based out of New York and Palm Beach. Bantr Media Inc. is a results focused, full-service marketing & creative agency for public and select private companies. Armed with a die-on-hill mindset of disrupting traditional, (read boring), capital markets content and old-school thinking, Bantr believes in pushing the limits and forcing their clients to endure witty, annoying Bantr. The initial term of the agreement is for 6 months commencing immediately. For more info visit their website at: https://www.bantrinc.com/.
ABOUT CENTURION ONE CAPITAL
Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
About Element One Hydrogen & Critical Minerals Corp.
Element One Hydrogen & Critical Minerals Corp. (CSE: EONE) is a Canadian company focused on the exploration, development, and commercialization of geologic hydrogen and critical mineral resources, as well as breakthrough hydrogen-generation technologies. The company's projects include the Foggy Mountain critical minerals project as well as projects in Alaska and British Columbia that are prospective for hydrogen production through stimulation in the subsurface as well as critical and battery metals.
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For further information visit our website at www.e1-h2.com.
This press release contains "forward-looking information" that is based on the Company's current expectations, estimates, forecasts, and projections. This forward-looking information includes, among other things, statements with respect exploration and development plans, as anticipated or at all. The words "will", "anticipated", "plans" or other similar words and phrases are intended to identify forward-looking information. Forward-looking statements in this news release includes statements related to the Offerings, receipt of all necessary regulatory approvals to the Offerings, and related matters. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward looking information.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.
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