Critical One Energy Inc. (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF)  is pleased to announce that it has closed a non-brokered private placement offering of 5,116,910 flow-through common shares at a price of CDN$1.10 per FT Share, for gross proceeds of CDN$5,628,601. This represents the first tranche of a larger issuance of up to 6,250,000 FT Shares for aggregate gross proceeds of CDN$6,875,000.

In connection with the first tranche of the Offering, the Company paid an aggregate of CDN$333,216.05 in finder’s fees, and issued 302,924 common share purchase warrants of the Company. Each Finder’s Warrant is exercisable to purchase one common share in the capital of the Company at a price of CDN$1.65 per common share for a period of eighteen months from the date of closing.

The Company intends to use the proceeds from the sale of the FT Shares to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada).

All securities issued pursuant to the Offering will be subject to a four-month and one-day hold period.

The Company intends to close a second tranche of the Offering on or before August 14, 2026 for aggregate gross proceeds of up to CDN$1,246,399, consisting of the issuance of up to 1,133,090 FT Shares at a price of CDN$1.10 per FT Share. The Company may provide compensation in connection with the second tranche, consisting of a cash commission of up to 6% of the proceeds raised, as well as Finder’s Warrants in an amount up to 6% of the FT Shares issued.

The Company also announces that, subject to regulatory approval, it has granted incentive stock options to directors, officers and consultants of the Company to purchase an aggregate of 950,000 common shares under the Company’s Stock Option Plan. Each option is exercisable at a price of CDN$0.90 per common share, expires five years from the date of grant and vests on the date of grant.

About Critical One Energy Inc.

Critical One Energy Inc. is a Canadian critical minerals and upstream energy company focused on metals essential to energy, technology and national defense supply chains. The Company is advancing the Howells Lake Antimony-Gold Project, which provides Critical One with direct exposure to antimony, a critical metal of increasing strategic importance to Western nations, as well as meaningful gold exploration potential across the property. Backed by seasoned management expertise, Critical One is positioned to advance high-value mineral projects aligned with the rising demand for secure critical minerals supply. The Company also holds uranium and copper assets in Namibia, providing additional exposure to critical minerals and energy metals.