Critical Elements Lithium Corporation — Capital/Financing Update 2021

Jan 25, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Critical Elements Lithium Corporation (the “Company”) 1080 Cote du Beaver Hall, Suite 2101 Montreal, QC, Canada H2Z 1S8

Item 2. Date of Material Change

January 22, 2020

Item 3. News Release

The press release was issued and distributed on January 22, 2020 via Accesswire.

Item 4. Summary of Material Change

The Company announced upsizing of previously announced bought deal private placement

Item 5. Full Description of Material Change

The Company announces that in connection with its previously announced bought deal private placement offering (the “ Offering ”), the Corporation and a syndicate of underwriters led by Paradigm Capital Inc. and Cantor Fitzgerald Canada Corporation (the “ Co-Lead Underwriters ”) and including Stifel GMP and Raymond James Ltd. (together with the Co-Lead Underwriters, the “ Underwriters ”) have agreed to increase the size of the Offering to raise total gross proceeds of $15,000,040. The Corporation will now issue 13,636,400 Units of the Corporation at $1.10 per Unit (the “ Issue Price ”).

Each Unit of the Corporation will consist of one common share in the capital of the Corporation (a " Common Share ") and one-half of one common share purchase warrant (each whole warrant a “ Warrant ”). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $1.75 for a period of two years following the Closing Date.

Given the upsize to the Offering, the parties have agreed to remove the previously announced Underwriters’ option.

The net proceeds from the Offering will be primarily used for exploration and development, and general working capital purposes.

The Offering is expected to close on or about February 11, 2021 (the “ Closing Date ”) and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange (the “ TSX-V ”). The securities issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering. The Offering is subject to final acceptance of the TSX-V.

Item	6.	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
		N/A
Item	7.	Omitted Information
		None
Item	8.	Executive Officer
		Jean-Sébastien Lavallée, CEO
		(819) 354-5146
		jslavallee@cecorp.ca
Item	9.	Date of Report
		January 25, 2020