Corporate Update

Corporate Update

Critical Elements Lithium Corporation (TSX-V:CRE)(OTCQX:CRECF)(FSE:F12) ("Critical Elements" or the "Corporation") is pleased to provide a corporate update regarding its exploration, engineering, permitting and project financing activities. The Corporation is fully funded for these preparatory activities leading to a potential final investment decision for its wholly-owned Rose Lithium-Tantalum project ("Rose Project" or "Project") in the James Bay Region of Northern Québec (the "Final Investment Decision"). Critical Elements is pleased to be working closely with the Cree Nation of Eastmain, the Grand Council of the Crees (Eeyou Istchee), and the Cree Nation Government under the Pikhuutaau Agreement signed in July 2019

Exploration Update

Critical Elements has commenced a drilling program on it's wholly owned Lemare Lithium project, located within a portion of the Corporation's highly prospective 1,050 km2 exploration portfolio. The objective of the drilling program is to confirm and expand the known Lemare zone identified by drilling in 2016-2017. The Corporation plans to drill approximately 7,000 meters during its winter program on Lemare with the objective of delivering an initial mineral resource estimate later this year.

During the summer of 2022, Critical Elements conducted a prospecting program over the Lemare property and several areas of the Corporation's Nemaska belt property portfolio. Prior to the prospecting campaign, EarthLabs, through its GoldSpot Discoveries division, generated and ranked LCT pegmatite targets using its in-house "SmartTarget" methodology that combines both expert-driven and machine-learning data-driven targeting approaches. The objective of the field program was the identification of new pegmatite bodies using systematic rock geochemical sampling of all pegmatite bodies to refine the geological interpretation of the properties for further exploration work.

Sample results confirming the extension of the LCT pegmatite trend on the Lemare property had also extended the strike potential for future drilling on the Lemare property (Figure 1 and 2). The LCT pegmatite trend on the Lemare property now has a potential strike length of over 5 kilometres (See Press Release October 27th, 2022). The winter 2023 drill program will test some of this potential strike extension. Additional drilling is expected following the Lemare program, as part of the total 25,000m program announced in 2022.

Critical Elements Lithium Corporation, Wednesday, February 1, 2023, Press release picture
Figure 1: 2023 proposed Lemare drilling program map

Critical Elements Lithium Corporation, Wednesday, February 1, 2023, Press release picture
Figure 2: Goldspot targeting with 2023 proposed drillhole location map

Front-End Engineering Design Study

The Corporation is pleased to provide a progress update on the front-end engineering design ("FEED") studies for the process plant and related infrastructure. Bumigeme Inc. has been mandated to conduct a gap analysis on the process plant focusing on design review, optimization, and mitigation of potential risks related to the flowsheet developed during the feasibility study released by the Corporation in 2022 (the "2022 Feasibility Study"), a copy of which is available on the Corporation website and on SEDAR under its issuer profile. The gap analysis informs the FEED study to optimize and freeze the design of the process plant and produce an updated capital cost estimate. As of today, 98% of this mandate has been completed. On completion of the processing plant FEED study, a value engineering study will finalize this optimization, freeze the 3D layout for all equipment and define datasheet for long-lead equipment orders.

WSP has been conducting the FEED study for process and non-process infrastructure such as the main electrical station and 25 kV distribution, utilities, water management, final effluent facility, and mining support facilities. This infrastructure FEED study will optimize and freeze the design and produce an updated capital cost estimate. The infrastructure FEED study consists of optimizing the design and producing preliminary engineering documents to reduce some risks for the infrastructure project estimate. WSP will be responsible for consolidating all estimates from other consultants and producing the overall project estimate. As of today, more than 80% of the WSP mandate has been completed and the completion of the WSP mandate is scheduled for the end of February 2023.

Golder is now part of WSP. WSP-Golder has been mandated to complete the detailed engineering design of the stack tailings facility ("STF") for filtered mill tailings in co-disposal with a pit waste rock disposal facility ("WRF"). Engineering works include STF and WRF hazard classification, tailings laboratory testing, staging and placement, water management design, hydrogeological modelling and seepage collection, stability assessment, and an instrumented monitoring plan. As of today, more than 50% of the Golder mandate been completed and completion of this mandate is expected by the end of Q2 - 2023.

Detailed engineering is expected to follow value engineering and take 12 to 14 months. The Corporation is fully funded to complete all detailed engineering. Assuming project financing and specific construction permits are in place, tree clearing and site preparation may commence with detailed engineering being approximately 60% to 75% completed and a Final Investment Decision having been made. Based on the 2022 Feasibility Study, the construction period is expected to be approximately 20 months.

Bumigeme Inc. is a Montréal based multidisciplinary engineering firm offering various services in geotechnical, mining operations, ore processing, mechanical and electrical engineering. Bumigeme Inc. has executed several prefeasibility and feasibility studies as well as detailed engineering and construction activities on mining projects in Canada, South America and West Africa. Bumigeme Inc. conducted the original mineral processing of the 2017 Feasibility Study for the Rose Project.

As one of the world's leading professional services firms, WSP provides engineering, design, and strategic advisory services in Transportation & Infrastructure, Property & Buildings, Environment, Power & Energy, Resources and Industry sectors. WSP had previously conducted the infrastructure portion of the Corporation's original feasibility study and environmental impact assessment for the Rose Project released in 2017 (the "2017 Feasibility Study").

Golder is a global organization which offers construction, design, and consulting services in their specialist areas of earth, environment, and energy characterized by technical excellence, innovative solutions, and award-winning customer service. Their clients work in key sectors, namely mining, oil and gas, manufacturing, and the energy and infrastructure sectors.

Environmental Authorization and Permitting

The Province of Québec is considered one of the top mining jurisdictions globally by the Fraser Institute in its annual survey of mining companies. Permitting transparency is one of the key factors in the institute's considerations and certainty of land tenure is an essential driver of mining investment.

In August 2021, Critical Elements announced that the Federal Minister of Environment and Climate Change had rendered a favorable decision in respect of the proposed Rose Project. In a Decision Statement, which included the conditions to be complied with by the Corporation, the Minister confirmed that the Project is not likely to cause significant adverse environmental effects when mitigation measures are taken into account.

In May 2022, Critical Elements announced that the Québec Minister of Energy and Natural Resources has approved the rehabilitation and restoration plan concerning the Rose Project.

In November 2022, Critical Elements received the Certificate of Authorization pursuant to section 164 of Québec's Environment Quality Act from the Québec Minister of the Environment, the Fight against Climate Change, Wildlife and Parcs.

The receipt of the Certificate of Authorization pursuant to Québec's Environment Quality Act and the approval of the rehabilitation and restoration plan are a prerequisite to the granting of the mining lease and the land use lease that will be necessary to move forward with the Project.

The Corporation has been working actively to complete the application for the mining lease and land use lease. The Critical Elements team does not anticipate having any difficulty meeting the various conditions attached to the Federal and Provincial authorizations and is advancing the monitoring programs related to the Rose Project.

Project Financing Process

Critical Elements has commenced a formal process to receive and analyze multiple expressions of interest in participating in the financing and development of the project received to date. The Corporation's long-term strategy of avoiding Memorandums of Understanding for offtake arrangements leaves the Rose Project's planned production unencumbered in a tight market for spodumene concentrate, both for chemical conversion for the burgeoning EV battery market, and also for the higher margin glass and ceramics industry. The Corporation believes that the Project's location in a top mining jurisdiction with access to low cost, low carbon energy, as well as strong financial and human capital, makes the Rose Project's metallurgically attractive spodumene concentrate highly desirable. Management is actively engaged in identifying the optimal strategic partner or partners to maximize benefits for all the Corporation's stakeholders, but at this time, there can be no guarantees as to the timing and outcome of this process.

Qualified persons

Yves Perron, Eng. MBA, Vice-President Engineering, Construction and Reliability and Marc-André Pelletier, Project Geologist for the Corporation and Member in good standing with the Ordre des géologues du Québec (permit No. 2040)are the qualified persons that has reviewed and approved the technical contents of this news release on behalf of the Corporation.

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 project in Québec, the Corporation's first lithium project to be advanced within a land portfolio of over 1,050 square kilometers. On June 13th, 2022, the Corporation announced results of a feasibility study on Rose for the production of spodumene concentrate. The after-tax internal rate of return for the Project is estimated at 82.4%, with an estimated after-tax net present value of US$1.9 B 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 93% 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 and also received the Certificate of Authorization pursuant to section 164 of Québec's Environment Quality Act from the Québec Minister of the Environment, the Fight against Climate Change, Wildlife and Parcs.

For further information, please contact:

Patrick Laperrière
Director of Investor Relations and Corporate Development
514-817-1119
plaperriere@cecorp.ca
www.cecorp.ca

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 statements

This news release contains "forward-looking information" within the meaning of Canadian Securities legislation. 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 contained herein include, without limitation, statements relating to the results and completion of the 2023 exploration program, the permitting process, the results and outcome of the Front-End Engineering Design Study as well as the outcome of the formal process launched by the Corporation in connection with the project financing. 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.

Although Critical Elements has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Factors that may cause actual results to differ materially from expected results described in forward-looking information include, but are not limited to: final and complete results of the Corporation's 2023 exploration program, the final outcome of the permitting process and the Corporation's ability to meet all conditions imposed thereunder, the final results of the Front-End Engineering Design Study and its effects on the development of the Rose Project, the formal process launched in connection with the project financing not producing the anticipated and expected results, as well as those risk factors set out in the Corporation's Management Discussion and Analysis for its most recent quarter ended November 30, 2022 and other disclosure documents available under the Corporation's SEDAR profile. Forward-looking information contained herein is made as of the date of this news release and Critical Elements disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

SOURCE:Critical Elements Lithium Corporation



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Critical Elements Lithium Corporation (TSX-V:CRE)(OTCQX:CRECF)(FSE:F12) ("Critical Elements" or the "Corporation") is pleased to announce having obtained an order from the Minister of Transport of Canada (the "Order") exempting the Corporation from the prohibition to dewater navigable waters under the Canadian Navigable Waters Act ("CNWA") impacting 28 navigable waters located either on top of or around the perimeter of the future open pit mine site for the Rose Lithium-Tantalum project

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Altech Batteries Limited  Acquisition of Additional Investments CERENERGY and Silumina

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Perth, Australia (ABN Newswire) - Altech Batteries Limited (ASX:ATC) (FRA:A3Y) (OTCMKTS:ALTHF) is pleased to announce that it has executed a binding Term Sheet to acquire Altech Advanced Materials AG's (FRA:AMA) 25% equity interest in Altech Energy Holdings GmbH (AEH) (75% holder of CERENERGY(R)) and 25% equity interest in Altech Industries Germany GmbH (AIG) (100% holder of Silumina AnodesTM) including all outstanding shareholder loans from AIG and AEH to AAM; together the 'Acquisitions'.

Highlights

- Altech's offer to acquire Altech Advanced Materials AG (AAM) project stakes accepted by AAM

- Altech to acquire additional 18.75% stake in CERENERGY(R) Project and additional 25% stake in Silumina AnodesTM Project including outstanding shareholder loans to AAM

- Altech will hold 75% of CERENERGY(R) & 100% of Silumina AnodesTM projects post acquisition

- Fraunhofer remains as 25% JV partner of the CERENERGY(R) project

- Altech will issue AAM approximately 532 million fully paid ordinary shares

- Acquisitions are valued at approximately A$23.3 million

- AAM market capitalisation on Frankfurt Stock Exchange is approximately A$38.7 million

- Based on DFS, and risk-adjusted AAM value, both projects valued at A$77 million

- AAM post-acquisition will be 21% shareholder of ATC

- New simplified corporate structure serves to optimise financing options

- Potential for ATC to divest acquired interests to strategic partners for project financing

- Subject to shareholder approval by both ATC and AAM

- General Meeting to be held inclusive of Independent Expert Report

In accordance with the project's ownership, the AAM equity interests to be acquired by ATC represent an additional 18.75% stake in the CERENERGY(R) project and an additional 25% stake in the Silumina AnodesTM project (refer Figure 1* Corporate Structure before and after Acquisitions).

Fraunhofer remains as 25% JV partner of the CERENERGY(R) project.

As consideration for the Acquisitions, and subject to shareholder approval, Altech will issue to AAM approximately 532 million fully paid ordinary shares, resulting in AAM holding 21% of Altech's issued share capital post Acquisitions. Based on the volume weighted average price (VWAP) of Altech shares being $0.044 over the 15 trading days prior to this announcement, the total consideration offered is valued at A$23.3 million. The shares proposed to be issued to AAM will be subject to a voluntary escrow period of 12 months from the date of issue. The Acquisition is still subject to several conditions precedent, including the approval of the Acquisitions by shareholders at the General Meetings of AAM and ATC.

Valuation of Transaction

AAM's current market capitalisation on the Frankfurt Stock Exchange A$38.7 million (equal to EUR23.2 million), while the consideration offered for its sole assets amounts to A$23.3 million.

The Cerenergy Project DFS has a Net Present Value (NPV) of A$281 million, with AAM's 18.75% stake equating to A$52 million at full financing. Applying a standard 0.23 NAV discount for financing risk, the adjusted valuation is A$12 million. The Silumina Project DFS has an NPV of A$1.14 billion, with AAM's 25% stake translating to A$285 million. After applying the same 0.23 NAV discount, the adjusted valuation stands at A$65 million. In total, the risk-adjusted value of both projects is A$77 million, compared to the A$23.3 million consideration offered for their acquisition.

AAM initially acquired a 25% stake in both the CERENERGY and Silumina Projects from ATC for a total consideration of A$8 million. Following the acquisition, AAM made additional capital contributions in response to cash calls from both project entities, providing a total of A$10.8 million to support project development, operational expenses, and financing commitments. This brings AAM's total investment in the projects to date to A$18.8 million compared to the A$23.3 million consideration offered for their acquisition.

Post Acquisitions

Post Acquisitions, Altech will own 100% of the Silumina AnodesTM Project and 75% of the CERENERGY(R) Battery Project, with Fraunhofer as 25% joint venture partner.

Strategic Rationale and Benefits

This transaction represents a pivotal moment for Altech's strategic growth. By acquiring 100% ownership of Silumina AnodesTM and 75% ownership of CERENERGY(R), Altech is positioning itself to accelerate the development and commercialisation of these high-value projects. The Silumina AnodesTM project is a breakthrough in battery material technology, incorporating high-purity alumina in silicon anodes to improve battery performance. The CERENERGY(R) project, meanwhile, is at the forefront of next-generation sodium chloride battery development, offering a sustainable alternative to conventional lithium-ion technology.

Additionally, the transaction presents a practical solution to recent funding challenges by AAM. Uncertainty among German investors regarding AAM's ownership structure has complicated AAM's fundraising efforts and hindered sustained support in Germany.

Altech will have the autonomy to make key investment and operational decisions without requiring external approvals, thereby enhancing project execution efficiency. Furthermore, the Acquisitions will provide Altech with a stronger negotiation position when engaging with potential strategic partners, customers, and financiers. Through these transactions, AAM will retain long-term upside potential through its new equity stake in Altech. This structure aligns the interests of both companies and ensures that AAM continues to benefit from future successes. AAM will remain as an investment company on the Frankfurt Stock Exchange rather than holding direct interest of both projects.

Consolidating ownership reduces the complexity of project governance and enhances Altech's ability to execute strategic initiatives with greater agility and less complexity. Additionally, the issuance of shares to AAM in lieu of cash payments preserve Altech's balance sheet strength, allowing it to deploy capital more effectively towards project development and commercialisation.

The Board of Altech believes the transaction will deliver significant strategic benefits, including:

- Consolidation of ownership in the Silumina AnodesTM and CERENERGY(R) projects, enabling streamlined decision-making and project execution

- Improved operational flexibility and efficiency to fast-track commercialisation efforts

- Addressing recent funding challenges faced by AAM and improving capital structure alignment

Conditions Precedent

The completion of the Acquisitions is subject to:

- All necessary regulatory approvals, including:

o ASX Listing Rule 7.1 shareholder approval for the issuance of consideration shares.

o Shareholder approval under item 7, section 611 of the Corporations Act 2001 (Cth), to the extent that AAM, or any of its shareholders, will increase its voting power above 20% in Altech.

- Approval from the Australian Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), if required.

- Approval by AAM's shareholders meeting

- Execution of an escrow deed between Altech and AAM regarding the voluntary escrow conditions.

Board Recommendation

Mr Hansjoerg Plaggemars and Mr Uwe Ahren, being current Managing Directors of AAM, did not take part in any voting on the Acquisitions in their position as Board members of Altech and do not make a recommendation on the proposal. Mr Iggy Tan, being a previous Managing Director of AAM (resigned 31 December 2024) did not take part in any voting on the Acquisitions and does not make a recommendation on the proposal.

The Independent Directors of Altech, consisting of Mr Luke Atkins, Mr Dan Tenardi and Mr Peter Bailey, unanimously recommend that shareholders vote in favour of the Acquisitions, subject to the Independent Expert's Report concluding that the transaction is fair and/or reasonable to Altech shareholders. Altech's Board strongly believes that this transaction will enhance shareholder value over the long term by consolidating ownership, streamlining decision-making and ensuring that both projects progress efficiently towards commercialisation. The transaction structure ensures that AAM remains aligned with Altech's success while addressing funding constraints in a manner that benefits all stakeholders.

Next Steps

Altech will continue working closely with AAM to finalise definitive agreements and complete all required regulatory and shareholder approvals. Shareholders will be kept informed of any significant developments, and further announcements will be made as key milestones are achieved. The Company remains committed to executing this strategic initiative in a manner that enhances shareholder value and accelerates its growth objectives. The Board looks forward to engaging with shareholders throughout the approval process and appreciates the ongoing support from its investors.

To view the Indicative Timetable, please visit:
https://abnnewswire.net/lnk/DK6T5Z7Q



About Altech Batteries Ltd:  

Altech Batteries Limited (ASX:ATC) (FRA:A3Y) is a specialty battery technology company that has a joint venture agreement with world leading German battery institute Fraunhofer IKTS ("Fraunhofer") to commercialise the revolutionary CERENERGY(R) Sodium Alumina Solid State (SAS) Battery. CERENERGY(R) batteries are the game-changing alternative to lithium-ion batteries. CERENERGY(R) batteries are fire and explosion-proof; have a life span of more than 15 years and operate in extreme cold and desert climates. The battery technology uses table salt and is lithium-free; cobalt-free; graphite-free; and copper-free, eliminating exposure to critical metal price rises and supply chain concerns.

The joint venture is commercialising its CERENERGY(R) battery, with plans to construct a 100MWh production facility on Altech's land in Saxony, Germany. The facility intends to produce CERENERGY(R) battery modules to provide grid storage solutions to the market.

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