No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. The Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

These securities have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This offering document (the "Offering Document") does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

The Offering is being conducted in each of the Provinces of Canada, including Québec. A French version of this Offering Document Under The Listed Issuer Financing Exemption is available on the Corporation's website at www.cecorp.ca as well as under its SEDAR + issuer profile at www.sedarplus.ca. Le placement est ouvert aux investisseurs de chacune des provinces du Canada, y compris le Québec. Une version française du présent document d'offre sous le régime de la dispense pour financement de l'émetteur coté est disponible sur le site Web de la société à l'adresse www.cecorp.ca ainsi que dans son profil d'émetteur SEDAR + à l'adresse www.sedarplus.ca.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

November 17, 2025

CRITICAL ELEMENTS LITHIUM CORPORATION

What are we offering?

Type and Number of Securities Offered:

Critical Elements Lithium Corporation (the "Corporation" or "Critical Elements") is hereby offering for sale on a brokered private placement "bought deal" basis: (i) 5,000,000 common shares of the Corporation (the "HD Shares"); and (ii) 6,666,667 common shares of the Corporation issued on a "flow-through" basis (the "FT Shares", together with the HD Shares, the "Offered Shares").

The HD Shares will be offered at a price of $0.40 per HD Share and the FT Shares will be offered at a price of $0.60 per FT Share. It is expected that the aggregate gross proceeds under the proposed offering will be up to $6,000,000.20 (the "Base Offering").

The Corporation has granted to the Underwriters (as defined below) an option, exercisable in full or in part up to 48 hours prior to the Closing Date (as defined below), to purchase for resale up to an additional $1,000,000 in gross proceeds in any combination of HD

Shares and FT Shares at the applicable offering price (the “Underwriters’ Option”, and together with the Base Offering, the “Offering”).

The Corporation shall 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 “President’s List”).

Each FT Share will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”).

An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur, on the Corporation’s mineral exploration properties located in the Province of Québec, exploration expenses described in paragraph (f) of the definition of “Canadian exploration expense” (“CEE”) in subsection 66.1(6) of the Tax Act and that qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act (collectively, the “Qualifying Expenditures”). The Qualifying Expenditures will be incurred on or before December 31, 2026 and will be renounced by the Corporation to the initial purchasers of the FT Shares (“FT Subscribers”) with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares, the whole as is more fully described in the section’s of this Offering Document entitled: “Flow-Through Share Considerations” and “Qualifying Expenditures”.

Underwriters:

The Corporation has engaged Red Cloud Securities Inc. as lead underwriter and sole bookrunner, and any other underwriters forming part of the underwriting syndicate for the Offering (the “Underwriters”). The Offered Shares will be offered and sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into between the Corporation and the Underwriters.

Re-Offer of the FT Shares and Resale Restrictions:

The Corporation understands that the initial FT Subscribers of the FT Shares may subsequently choose to (i) donate the FT Shares to registered charitable organizations, who may in turn choose to sell such FT Shares to purchasers arranged by the Underwriters (each a “Re-Offered Share”); (ii) sell such Re-Offered Shares to purchasers arranged by the Underwriters; or (iii) any combination of (i) and (ii) ((i), (ii) and (iii) together, the “Re-Offered Shares” and the “Re-Offering”). The Corporation will not be a party to any such arrangements. The Re-Offered Shares will be free-trading in Canada; however, certain trading restrictions may apply outside of Canada. Purchasers of Re-Offered Shares should refer to the section of this Offering Document entitled “Purchasers’ Rights”.

The HD Shares offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and can only be transferred pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable state securities laws.

Description of Common Shares:

Each common share of the Corporation (each a “Common Share”), including the HD Shares and the FT Shares, is entitled to one vote at meetings of shareholders and carries with it equal rights with respect to dividends, if any, and entitlement to any assets or other residual interests upon dissolution of the Corporation in the event of a liquidation or winding-up of the Corporation, whether voluntary or involuntary. Holders of Common Shares have no pre-emptive rights, nor any right to convert their shares into other

securities. While there is no legal restriction on the ability of the Corporation to pay dividends (other than insolvency considerations), no dividends will be paid in the foreseeable future.

Closing Date: The Offering is expected to close on or around December 5, 2025 (the “Closing Date”).

Exchange Listing: The Common Shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “CRE” and quoted on the OTCQX in the United States under the symbol “CRECF”.

Last Closing Price: On November 17, 2025, the last trading day before the filing of this Offering Document, the closing price of the Common Shares on the TSXV and OTCQX was $0.435 and US$0.32 respectively.

The Corporation is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this Offering, the Corporation represents the following is true:

The Corporation has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
The Corporation has filed all periodic and timely disclosure documents that it is required to have filed.
The Corporation is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order.
The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this Offering Document, will not exceed the greater of C$25,000,000 and twenty percent (20%) of the aggregate market value of the Corporation’s listed securities to a maximum of $50,000,000 in a 12-month period.
The Corporation will not close this Offering unless the Corporation reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
The Corporation will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Corporation seeks security holder approval.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Offering Document contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities laws, which is based upon the Corporation’s current internal expectations, estimates, projections, assumptions and beliefs. Such forward-looking statements and forward-looking information include, but are not limited to, the Corporation’s plans

with respect to the continued development of its Rose Property (as defined herein), the Corporation’s plan to acquire, explore and develop such other mineral rights and properties as management or the board of directors of the Corporation may from time to time determine to have potential, the successful completion of the permitting process to advance the Corporation’s properties to an operating phase, the Corporation’s plans with regards to a plant to produce lithium hydroxide monohydrate, the availability of additional financing for the Corporation and the favourability of any terms received, the Corporation’s expectations with respect to its business objectives, the use of proceeds, and the use of the available funds following completion of the Offering; rother terms of the Offering and the Re-Offering, including the tax treatment of the FT Shares and the characteristics of Re-Offered Shares; and completion of the Offering and the date of such anticipated Closing Date. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Corporation. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof 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 statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions, regulatory approval for the Offering, completion of the Offering, lack of revenue, the Corporation’s dependence upon the Rose Project (as defined herein), the exploration and mining risk, the title of property, the permits and licenses, the dividend policy, the conflicts of interest, the key employees, the labour relations, the mineral explorations and development activities which are inherently risky, the estimates of mineral resources and mineral reserves, the nature of the Corporation’s business, the unanticipated metallurgical processing problems, the life of mine plan, the need for funding and time of development, the construction and start-up of new mines and industrial plants, the infrastructures, supplies and inflation, the equipment shortages and access restrictions, the litigation and others legal proceedings, the climate change, the resource exploration and development is generally speculative in nature, the metal prices, the volatility of share price and market price of the common shares, the dilution, the sales per existing shareholders, the competition, the environmental and safety regulations, the environmental liabilities, the costs of environmental remediation, the stage of development, the uninsured hazard, the future financing, the Canada Revenue Agency, the public company obligations, the lithium demand as well as the change in technology. Forward-looking statements and forward-looking information are also based upon a number of estimates and assumptions of management at the date the statements are made. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Corporation and the risks and challenges of its business, investors should review the Corporation’s annual filings that are available at www.sedarplus.ca. The Corporation provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

CURRENCY

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Offering Document refer to Canadian dollars, which is the Corporation’s functional currency.

SUMMARY DESCRIPTION OF BUSINESS

1. What is our business?

Critical Elements Lithium Corporation is a mineral exploration company at an advanced stage of exploration. The Corporation’s flagship project is the Rose Lithium-Tantalum property (the “Rose Project”) located in Eeyou Istchee James Bay, Québec (the “Rose Property”). The Corporation’s objective is to bring the Rose Project into production in order to supply the global battery market with lithium and the electronic capacitor market with tantalum and thus contribute to greener energies.

The Corporation’s vision is to be a global leading, responsible supplier of lithium to the emerging electric vehicle and energy storage industries. The Corporation considers that it is well-positioned to play an important role in the lithium market with its high purity spodumene deposit and over 1,016 km² of prospective lands in the tier one mining jurisdiction of Québec.

Critical Elements is focused on achieving this vision with minimal environmental impact by leveraging low carbon electricity available through Québec’s established power grid and cooperating with the Cree Nation of Eastmain and other local Cree Nation communities, with whom relationships have been publicly formalized.

In addition to the Rose Property, the Corporation also owns several exploration stage mineral project including each of the following: the Rose West discovery, the Rose North Property, the Rose South Property and the Nemaska Belt properties group composed of the Arques Property, the Caumont Property, the Dumoulon Property, the Duval Property, the Lemare Property, the Valiquette Property, the Bloc 1 Property, the Blocs 2 to Blocs 6 Property, the Blocs 7 Property, the Bourier Property (the “Nemaska Belt Properties”).

2. Corporate Structure

The Corporation was incorporated on September 11, 2006, under the Canada Business Corporations Act (the “CBCA”) under the name “First Gold Exploration Inc.” The Corporation is a mineral exploration company operating in Canada. On February 10, 2011, the Corporation filed articles of amendment to change its name to “Critical Elements Corporation.” On June 11, 2019, the Corporation changed its name to “Critical Elements Lithium Corporation/Corporation Lithium Éléments Critiques.” The Corporation’s head office is located at 80 Blvd. de la Seigneurie Ouest, Suite 201, Blainville, Quebec J7C 5M3. The Corporation does not have any subsidiaries.

3. Recent developments

On February 6, 2025, the Corporation announced a conditional $20 million in federal funding for critical minerals infrastructure project.
On February 10, 2025, the Corporation announced receipt of a support letter for up to US$115 million from a leading financial institution.
In February 2025, the Corporation obtained its first environmental authorization to prepare the Rose Lithium-Tantalum Project site for construction.
In April 2025, the Corporation began a helicopter-borne electromagnetic VTEM survey on its

100%-owned Nemaska Belt Properties.

In May 2025, the Corporation began a surface exploration program on the Nemaska Belt portion of the portfolio and the Rose Property blocks. Dahrouge Geological Consulting Ltd. has been mandated to perform the summer exploration program.
In May 2025, the Corporation received an amended decision statement from the Minister of Environment and Climate Change of Canada, which includes the construction and development of a permanent workers' camp and the use of two borrow pits.
On June 23, 2025, the Corporation announced that the VTEM survey had confirmed the presence of multiple electromagnetic conductors on its 100%-owned Nemaska Belt Properties.
On July 2, 2025, the Corporation announced that it has entered into an Asset Purchase Agreement with Lomiko Metals Inc. for the repurchase of the 49% interest in the Bourier property. The Corporation paid Lomiko Metals Inc. $30,000 in cash to acquire their 49% interest in 203 Exclusive Exploration Right, thereby regaining a 100% ownership in the Bourier property.
On September 11, 2025, the Corporation announced initial results from the 2025 summer exploration program completed on its 100%-owned Nemaska Belt Properties.
On November 4, 2025, the Corporation announced latest results from the 2025 summer exploration program completed on its 100%-owned Nemaska Belt Properties.

Material facts

There are no material facts about the securities being distributed hereunder that have not been disclosed either in this Offering Document or in another document filed by the Corporation over the 12 months preceding the date of this Offering Document on the Corporation’s profile at www.sedarplus.ca. Prospective Purchasers should read these documents prior to investing.

What are the business objectives that we expect to accomplish using the available funds?

The Corporation intends to use the net proceeds from the Offering to exploration work on its properties. The Corporation will use existing working capital and otherwise available funds for the advancement of its Rose Project and ongoing G&A costs for the next 12 months. In particular, the Corporation intends to (i) carry out exploration and drill programs of approximately $5,800,000 at Rose West, Nemaska Belt Properties along with certain other targets before December 31, 2026; and (ii) continue the advancement of engineering and environmental work on its Rose Project.

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the offering?

		Assuming Underwriters’ Option is not Exercised	Assuming Underwriters’ Option is Exercised in Full

A	Amount to be raised by this Offering	$6,000,000	$7,000,000
B	Selling commissions and fees	$360,000	$420,000
C	Estimated offering costs (e.g. legal, accounting, audit)	$180,000	$180,000
D	Net proceeds of Offering: D = A - (B+C)	$5,460,000	$6,400,000
E	Working capital as at October 31, 2025	$21,436,650	$21,436,650
F	Additional sources of funding	n/a	n/a
G	Total available funds G=D+E+F	$26,896,650	$27,836,650

Note:
(1) As indicated below in Part 4 – Fees and Commissions, the Corporation will pay a 6% cash commission on the gross proceeds of this Offering. Assumes no reduction in the Underwriters’ Commission (as defined below) resulting from President’s List subscribers.

How will we use the available funds?

The Corporation intends to use the net proceeds from the Offering, together with other available funds as detailed above, to fund site costs at its properties and ongoing G&A costs for the next 12 months as summarized below.

Description of intended use of available funds listed in order of priority	Assuming Underwriters’ Option is not Exercised	Assuming Underwriters’ Option is Exercised in Full
Drill program at Rose West and others targets	$3,000,000	$3,000,000
Exploration program on the Nemaska Belt Properties	$2,800,000	$2,800,000
Corporate G&A	$5,700,000	$5,700,000
Working capital non allocated(1)	$15,396,650	$16,396,650
Total	$26,896,650	$27,896,650

Note:

(1) Non-allocated working capital to include amounts to continue the advancement of engineering and environmental work on the Rose Project, which amounts will vary depending on the circumstances.

The above noted allocation and anticipated timing represents the Corporation’s current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Corporation. Although the Corporation intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of the Corporation’s available funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Corporation’s ability to execute on its business plan.

The most recent audited annual financial statements of the Corporation included a going-concern note. The recoverability of exploration and evaluation expenditures is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Corporation to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition of these assets. The Corporation’s ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to fund its mineral properties through the issuance of share capital, and to realize future profitable production or proceeds from the disposition of its mineral interests. These material uncertainties cast significant doubt about the Corporation’s ability to continue as a going concern. The Offering is intended to permit the Corporation to continue to advance the development of its business, and is not expected to affect the decision to include a going-concern note in the next financial statements of the Corporation.

Flow-Through Share Considerations

The following discussion is relevant only to FT Subscribers who, for the purposes of the Tax Act, are resident or deemed to be resident in Canada at all relevant times. This summary reflects that the Corporation is agreeing to incur Qualifying Expenditures, in an amount not less than the amount equal to the gross proceeds from the issuance of the FT Shares to be renounced to FT Subscribers with an effective date of no later than December 31, 2025. While the Corporation will furnish each FT Subscriber of FT Shares hereunder with information with respect to renounced Qualifying Expenditures for purposes of filing income tax returns, the preparation and filing of their own income returns will remain the responsibility of each FT Subscriber.

The Canadian federal and provincial income tax consequences to a particular FT Subscriber will vary according to a number of factors, including the particular province in which the FT Subscriber resides, carries on business or has a permanent establishment, the legal characterization of the FT Subscriber as an individual or a corporation, the amount that would be the FT Subscriber’s taxable income but for the investment in the FT Shares. This summary does not describe the special tax considerations applicable to a purchaser of FT Shares who chooses to donate their FT Shares to a registered charity. Such potential purchasers should consult their own tax advisors.

Qualifying Expenditures

Subject to certain limitations and restrictions contained in the Tax Act, the Corporation will be entitled to renounce to FT Subscribers hereunder certain Qualifying Expenditures incurred by the Corporation during the period from the Closing Date to December 31, 2026 in an amount equal to the aggregate gross subscription proceeds paid for the issuance of the FT Shares. The Qualifying Expenditures will be renounced to each FT Subscriber with an effective date on or before December 31, 2025. Such Qualifying Expenditures that are properly renounced to a FT Subscriber will be deemed to have been incurred by that

FT Subscriber on the effective date of the renunciation and will be added to such FT Subscriber's "cumulative Canadian exploration expense" (as defined in the Tax Act) ("CCEE") account.

The Tax Act contains a one year "look-back" rule which, if certain conditions are satisfied, entitles the Corporation to renounce certain Qualifying Expenditures incurred by it in the calendar year of 2026 to FT Subscribers effective on December 31, 2025. In other words, the FT Subscribers are deemed to have incurred the Qualifying Expenditures on December 31, 2025, even though the Corporation may not incur the Qualifying Expenditures until 2026. For this rule to apply the Corporation must renounce the Qualifying Expenditures to the FT Subscriber in either January, February or March of 2026. In the event that the Corporation does not incur the amounts renounced under the one year "look-back" rule by the end of 2026, the Corporation will be required to reduce the amount of Qualifying Expenditures renounced to the FT Subscribers and the FT Subscribers' income tax returns for the years in which the Qualifying Expenditures were claimed will be reassessed accordingly. The Corporation has agreed to indemnify each FT Subscriber for the additional taxes payable by such Ft Subscriber in the event of the Corporation's failure to renounce the Qualifying Expenditures as agreed, or reduction thereof.

A FT Subscriber may deduct in computing such FT Subscriber's income an amount not exceeding 100% of the balance of such FT Subscriber's CCEE account at the end of that taxation year. Deductions claimed by a FT Subscriber reduce the FT Subscriber's CCEE account. The right to deduct CCEE accrues to the initial FT Subscriber of FT Shares and is not transferable.

A FT Subscriber who is an individual (other than a trust) may be entitled to a non-refundable investment tax credit equal to thirty (30) percent of a "flow-through critical mineral mining expenditure" renounced to the FT Subscriber. A "flow-through critical mineral mining expenditure" is defined in subsection 127(9) of the Tax Act to include certain CEE incurred in conducting certain mining exploration activity from or above the surface of the earth primarily targeting "critical minerals", as defined in subsection 127(9) of the Tax Act. The Corporation has agreed to incur and renounce CEE that will qualify for this investment tax credit.

If a FT Subscriber acquires FT Shares offered within a registered plan, the CEE that has been renounced cannot be deducted when calculating the income of the annuitant, holder, or beneficiary of the plan in question, and the related tax benefits will be lost.

How have we used the other funds we have raised in the past 12 months?

The Corporation has not raised funds in an equity or debt financing in the past 12 months.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?

Underwriters: The Corporation has engaged Red Cloud Securities Inc. to act as lead underwriter and sole bookrunner for the Offering, on its own behalf and on behalf of the Underwriters.

Underwriters Cash Commission: The Underwriters will receive a cash commission from the Corporation equal to 6% of the gross proceeds from the sale of the Offered Shares (the "Underwriters' Commission"). The Underwriters will also receive broker warrants equal to 6% of the number of Offered Shares sold under the Offering, with each broker warrant exercisable for one Common Share at an exercise price of $0.40 for a period of 24 months from the date of issuance (the "Broker Warrants"). All Offered Shares sold to purchasers under the President's List

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will be subject to a reduced Underwriters’ Commission of 3.0% and that number of Broker Warrants equal to 3.0% of the number of Offered Shares sold to purchasers under the President’s List.

Do the Underwriters have a conflict of interest?

The Corporation is not a “connected issuer” or “related issuer”, in each case within the meaning under National Instrument 33-105 Underwriting Conflicts, of any of the Underwriters.

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right

a) to rescind your purchase of these securities with the Corporation, or
b) to damages against the Corporation and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

ADDITIONAL INFORMATION ABOUT

Where can you find more information about us?

Critical Elements’ complete record of public filings, including Critical Elements’ continuous disclosure documents, can be found at www.sedarplus.ca. Critical Elements’ website is located at www.cecorp.ca.

Investors should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of HD Shares, FT Shares or Re-Offered Shares.

U.S. Securities Laws Matters

The Offered Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and, subject to certain exemptions from registration under the U.S. Securities Act and applicable states securities laws, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States.

Any underwriters utilized for sales of the Offered Shares in the United States is to agree that it, or its United States registered broker-dealer affiliate, will not offer or sell the Offered Shares within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except to certain

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“accredited investors” (as defined in Rule 501(a) of Regulation D (“Regulation D”) under the U.S. Securities Act (“U.S. Accredited Investors”)) and/or “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) that also qualify as U.S. Accredited Investors in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from the registration requirements of applicable securities laws of any state of the United States. Offers and sales of the Offered Shares will be made outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States to, or for the account or benefit of, U.S. persons or persons in the United States

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Date and Certificate

This Offering Document, together with any document filed under Canadian securities legislation on or after November 17, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

November 17, 2025.

(s) Jean-Sébastien Lavallée
Jean-Sébastien Lavallée
Chief Executive Officer

(s) Nathalie Laurin
Nathalie Laurin
Chief Financial Officer

APPENDIX A TO OFFERING DOCUMENT

ACKNOWLEDGEMENTS OF THE INVESTOR

Each purchaser of the Offered Shares (the “Investor”) makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Corporation and the Underwriters, as at the date hereof, and as of the Closing Date¹:

a) the Investor acknowledges that this Offering is a private placement and accordingly is exempt from the prospectus filing requirements of applicable securities laws. The Investor has received a copy of the Offering Document, has had an opportunity to read it and understands that it does not contain all the information about the Corporation that would be contained in a prospectus;

b) unless the Investor has otherwise confirmed or agreed in writing to the Corporation referenced in the Offering Document, the Investor hereby confirms that:

i. the Investor does not own any other shares of the Corporation;

ii. the Investor is not a member of a Pro Group as defined by the policies of the TSXV (generally meaning a registered broker or family member or associate of a broker);

iii. if the Investor is a corporation it has filed or will file before this subscription is complete, a TSXV Corporate Placee Registration Form; and

iv. personal information provided by the Investor may be shared by the Corporation and the Underwriters with all applicable securities regulatory authorities, law enforcement and taxation authorities in Canada and abroad. The Investor may contact the named public officials in each of the applicable provincial securities commissions with respect to questions about the commission’s indirect collection of such Information and the contact information for such public officials is available form the Corporation on request;

c) the Investor confirms that it (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Offered Shares (including the potential loss of its entire investment); (ii) is aware of the characteristics of the Offered Shares and understands the risks relating to an investment therein; and (iii) is able to bear the economic risk of loss of its investment in the Offered Shares and understands that it may lose its entire investment in the Offered Shares;

d) the Investor is resident in the jurisdiction disclosed to the Underwriters or the Corporation and the Investor was solicited to purchase only in such jurisdiction;

e) the subscription for the Offered Shares by the Investor does not contravene any of the applicable securities legislation in the jurisdiction in which the Investor resides and does not give rise to any obligation of the Corporation to prepare and file a prospectus, registration statement or similar document or to register the Offered Shares;

f) the funds representing the aggregate subscription funds which will be advanced by the Investor to the Corporation hereunder, as applicable, will not represent proceeds of crime for the purposes

¹ Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Offering Document to which this Acknowledgement of the Investor is appended to.

of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the "PATRIOT Act") and the Investor acknowledges that the Corporation may in the future be required by law to disclose the Investor's name and other information relating to the Investor's subscription of the Offered Shares, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Investor (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Investor; and (ii) it will promptly notify the Corporation if the Investor discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith;

g) neither the Corporation, the Underwriters, nor any of their respective directors, employees, officers, affiliates or Underwriters has made any written or oral representations to the Investor: (i) that any person will resell or repurchase the Offered Shares; (ii) that any person will refund all or any part of the subscription amount; or (iii) as to the future price or value of the Offered Shares;

h) the Investor is not purchasing the Offered Shares with knowledge of any material information concerning the Corporation that has not been generally disclosed. The Investor's Offered Shares are not being purchased by the Investor as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Corporation or any other person and is based entirely upon the Offering Document and the Corporation's continuous disclosure record at www.sedarplus.ca;

i) no securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Offered Shares and there is no government or other insurance covering the Offered Shares;

j) if the Investor is:

i. a corporation, it is duly incorporated and is validly subsisting under the laws of the jurisdiction where it has provided a business address to the Corporation and has all requisite legal and corporate power and authority to subscribe for the Offered Shares;

ii. a partnership, syndicate or other form of unincorporated organization, the Investor has the necessary legal capacity and authority to observe and perform its covenants and obligations under this Offering Document and has obtained all necessary approvals in respect thereof; or

iii. an individual, the Investor is of the full age of majority and is legally competent to observe and perform his or her covenants and obligations under this Offering Document;

k) the Investor is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the performance of this Offering Document and the transactions contemplated under this Offering Document, and that the Investor is not relying on legal or tax advice provided by the Corporation, the Underwriters or either of their counsel;

l) the purchase of the Offered Shares will not breach any third party agreement or court order to

which the Investor is subject; and

m) where required by law, the Investor is either purchasing the Offered Shares as principal for its own account and not as Underwriter or trustee for the benefit of another or is deemed to be purchasing the Offered Shares as principal for its own account in accordance with applicable securities laws;

n) other than the Offering Document, the Investor has not received, nor has the Investor requested, nor does the Subscriber have any right under applicable securities laws to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other continuous disclosure document, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the purchase of the Offered Shares pursuant to the Offering;

o) the Investor has been advised that (i) the Offering Document relating to the Offering is available and can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Company’s website at www.cecorp.ca. in accordance with the rules contained in Part 5A of National Instrument 45-106 – Prospectus Exemptions, and (ii) the Investor read the Offering Document before making an investment decision;

p) if required by applicable securities laws or the Corporation, the Investor will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Offered Shares as may be required by any securities commission, stock exchange or other regulatory authority;

q) the Investor has obtained all necessary consents and authorities to enable it to agree to subscribe for the Offered Shares pursuant to the terms set out in this Offering Document and the Investor has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the Offered Shares and the Investor has not taken any action which will or may result in the Corporation acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Investor’s subscription;

r) the Investor irrevocably authorizes any of the Underwriters, in their discretion, to act as the Investor’s representatives in connection with the closing of the Offering, and hereby appoints the Underwriters, or any one of them, with full power of substitution, as its true and lawful attorney with full power and authority in the Investor’s place and stead:

i. to authorize the electronic deposit of the Offered Shares with CDS or to receive certificates representing the Offered Shares, to execute in the Investor’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Investor in connection with the subscription for the Offered Shares and to exercise any rights of termination contained in the Underwriting Agreement;

ii. to extend such time periods and to waive, in whole or in part, any non-material representations, warranties, covenants or conditions for the Subscriber's benefit contained in the Underwriting Agreement or any ancillary or related document;

iii. subject to the terms of the Underwriting Agreement, to terminate, prior to the closing of the Offering, the Investor’s subscription under the Offering if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Underwriters, or any one of them, in their sole discretion may determine, acting reasonably; and

iv. without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Underwriting Agreement and any ancillary documents in connection with the Offering;

provided, however, that no waiver or action by the Underwriters, that may have an adverse effect on the rights or privileges of the Investor and disclosed principal, if any, shall be permitted without the specific consent of the Investor. This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which are acknowledged by the Investor. This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Investor. This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Investor. Any person dealing with the Underwriters may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Underwriters pursuant to this power of attorney is authorized and binding on the Investor, without further inquiry. The Investor agrees to be bound by any representations or actions made or taken by the Underwriters pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Underwriters taken in good faith under this power of attorney relating to the Offering;

s) the Investor agrees to indemnify and hold harmless the Corporation and the Underwriters and their respective directors, officers, employees, agents, advisers and shareholders from and against any and all loss, liability, claim, damage and expense (including, but not limited to, any and all fees, costs and expenses reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Investor contained herein or in any document furnished by the Investor or the Underwriters to the Corporation in connection herewith being untrue or misleading in any material respect or any breach or failure by the Investor to comply with any covenant or agreement made by the Investor herein or therein;

t) the Investor acknowledges that certain fees and commissions may be payable by the Corporation in connection with the Offering.

United States Investors - Additional Acknowledgements

u) Unless the Investor has separately delivered to the Corporation and the Underwriters a Certificate of U.S. Purchaser (in which case the Investor makes the representations, warranties and covenants set forth therein), the Investor (i) is not in the United States, (ii) was outside of the United States at the time the buy order for the Offered Shares was originated, (iii) is not a U.S. person and is not subscribing for the Offered Shares for the account or benefit of a U.S. person or a person in the United States, (iv) is not subscribing for the Offered Shares for resale of the Offered Shares in the United States, (v) was not offered the Offered Shares in the United States, (vi) did not receive the offer to purchase the Offered Shares as a result of any “directed selling efforts” (as such term is defined in Regulation S (“Regulation S”) under the United States Securities Act of 1933 (the “U.S. Securities Act”)) and (vii) the current structure of this transaction and all transaction and activities contemplated hereunder is not a scheme to avoid the registration requirements of the

U.S. Securities Act or any applicable securities laws of any state of the United States.

v) The Investor is aware that the Offered Shares have not been, and will not be, registered under U.S. Securities Act, or the securities laws of any state of the United States and that the offer and sale of Offered Shares (a) to U.S. Purchasers is being made in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D under the U.S. Securities Act (“Regulation D”) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from registration or qualification under applicable securities laws of any state of the United States and (b) to non-U.S. Purchasers is being made in accordance with the exclusion from registration under the U.S. Securities Act provided by Rule 903 of Regulation S.

w) The Investor is not an “affiliate” (as defined in Rule 144 under the U.S. Securities Act) of the Corporation and is not acting on behalf of an affiliate of the Corporation.

x) The Investor is not purchasing the Offered Shares as a result of any “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or telecommunications, including electronic display and the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising) or in any activity or any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

y) If the Investor is a U.S. Purchaser, it is either (a) an “accredited investor” (as defined in Rule 501(a) of Regulation D (a “U.S. Accredited Investor”)) or (b) a “qualified institutional buyer” (as defined in Rule 144A) that is also a U.S. Accredited Investor (a “Qualified Institutional Buyer”), and, in each case, is acquiring the Offered Shares for its own account or for the account of one or more U.S. Accredited Investors or Qualified Institutional Buyers with respect to which it is acting as fiduciary or agent that is a U.S. Accredited Investor or Qualified Institutional Buyer, for investment purposes, and not with a view to any resale, distribution or other disposition of the Offered Shares in violation of United States federal or state securities laws.

z) If the Investor is a U.S. Purchaser, the Investor understands and acknowledges that the Offered Shares will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act (“Rule 144”), and that if in the future it decides to offer, resell, pledge or otherwise transfer any of the Offered Shares, the Offered Shares may be offered, sold, pledged or otherwise transferred, directly or indirectly, only (a) to the Corporation; (b) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable Canadian local laws and regulations; (c) in accordance with (i) Rule 144A under the U.S. Securities Act (“Rule 144A”), if available, to a person the seller reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of one or more Qualified Institutional Buyers and to whom notice is given that the offer, sale, pledge or transfer is being made in reliance upon Rule 144A, or (ii) Rule 144, if available, and in either case in compliance with any applicable state securities laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws of the United States.

aa) (i) Neither the Investor, nor any beneficial purchaser, if any, nor any Subscriber Beneficial Owner (as defined below) has been subject to or experienced any event or circumstance described in Rule 506(d)(1)(i) through (viii) of Regulation D, and (ii) if at any time the Investor, any beneficial

purchaser, if any, or any Subscriber Beneficial Owner is deemed, directly or indirectly, to be the beneficial owner of twenty percent (20%) or more of the Corporation’s outstanding voting equity securities as calculated under Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Investor or the beneficial purchaser (as applicable) will immediately notify the Corporation if the Investor, any beneficial purchaser, or a Subscriber Beneficial Owner becomes subject to or experiences any of the events or circumstances listed in Rule 506(d)(1)(i) through (viii) of Regulation D (or any successor thereto or expansion thereof). The Investor has exercised, and will exercise, reasonable care to determine whether any beneficial purchaser and Subscriber Beneficial Owner is subject to any of the events or circumstances described in this paragraph. For these purposes, “Subscriber Beneficial Owner” means any person who through the Investor or the beneficial purchaser (if applicable) would be deemed, directly or indirectly, to be the beneficial owner of twenty percent (20%) or more of the Corporation’s outstanding voting equity securities as calculated under Rule 13d-3 under the Exchange Act of 1934.

bb) (i) Neither the Investor, nor any beneficial purchaser, if any, nor any Subscriber Beneficial Owner (as defined below) has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D, and (ii) if at any time the Investor, any beneficial purchaser, if any, or any Subscriber Beneficial Owner is deemed, directly or indirectly, to be the beneficial owner of ten percent (10%) or more of the Corporation’s outstanding voting equity securities as calculated under Rule 13d-3 under the Exchange Act, the Investor or the beneficial purchaser (as applicable) will immediately notify the Corporation if the Investor, any beneficial purchaser, or a Subscriber Beneficial Owner becomes subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. The Investor has exercised, and will exercise, reasonable care to determine whether any beneficial purchaser and Subscriber Beneficial Owner is subject to any of the events or circumstances described in this paragraph.

cc) “Subscriber Beneficial Owner” means: (i) for the purposes of paragraph (q), any person who through the Investor or the beneficial purchaser (if applicable) would be deemed, directly or indirectly, to be the beneficial owner of twenty percent (20%) or more of the Corporation’s outstanding voting equity securities as calculated under Rule 13d-3 under the Exchange Act; and (ii) for the purposes of paragraph (r), any person who through the Investor or the beneficial purchaser (if applicable) would be deemed, directly or indirectly, to be the beneficial owner of ten percent (10%) or more of the Corporation’s outstanding voting equity securities as calculated under Rule 13d-3 under the Exchange Act.

dd) “United States” or “U.S.” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia.

ee) “U.S. person” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S.

ff) “U.S. Purchaser” means any Investor in the Offering that (a) is a U.S. person or is acting for the account or benefit of a U.S. person or person in the United States, (b) receives or received an offer to acquire the Offered Shares while in the United States, or (c) was in the United States at the time such Investor’s buy order was made or the agreement pursuant to which it is acquiring the Offered Shares was executed or delivered.

APPENDIX B TO OFFERING DOCUMENT

INDIRECT COLLECTION OF PERSONAL INFORMATION

By purchasing Offered Shares, the Investor acknowledges that the Corporation and the Underwriters (and their respective Underwriters and advisers) may each collect, use and disclose the Investor’s name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the Offered Shares that it has purchased) (the “Information”), for purposes of (i) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation, and (ii) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the Offered Shares to be issued to the Investor. The Information may also be disclosed by or on behalf of the Corporation to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Investor is deemed to be consenting to the disclosure of the Information.

By purchasing Offered Shares, the Investor acknowledges (i) that Information concerning the Investor will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Investor consents to the disclosure of the Information; (ii) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (iii) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the Offered Shares, the Investor shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities.

The Investor may contact public officials in the jurisdictions, as applicable, set out below regarding any question about the applicable security regulatory authority’s or regulator’s indirect collection of the Information:

Albert Securities Commission
Suite 600, 250 – 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: (403) 297-6454
Toll free in Canada: 1-877-355-0585
Facsimile: (403) 297-2082
Public official contact regarding indirect collection of information: FOIP Coordinator

British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: (604) 899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: (604) 899-6581
Email: [email protected]
Public official contact regarding indirect collection of information: Privacy Officer

Government of Nunavut Office of the Superintendent of Securities
Legal Registries Division
P.O. Box 1000, Station 570
4th Floor, Building 1106
Iqaluit, Nunavut X0A 0H0
Telephone: (867) 975-6590
Facsimile: (867) 975-6594
Public official contact regarding indirect collection of information: Superintendent of Securities

Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: (416) 593-8314
Toll free in Canada: 1-877-785-1555
Facsimile: (416) 593-8122
Email: [email protected]

The Manitoba Securities Commission
500 – 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: (204) 945-2548
Toll free in Manitoba 1-800-655-5244
Facsimile: (204) 945-0330
Public official contact regarding indirect collection of information: Director

Financial and Consumer Services Commission
(New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: (506) 658-3060
Toll free in Canada: 1-866-933-2222
Facsimile: (506) 658-3059
Email: [email protected]
Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

Government of Newfoundland and Labrador
Office of the Superintendent
Department of Digital Government and Service NL
P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John’s, Newfoundland and Labrador A1B 4J6
Attention: Superintendent of Securities
Telephone: (709) 729-2571
Facsimile: (709) 729-6187
Public official contact regarding indirect collection of information: Superintendent of Securities

Government of the Northwest Territories
Office of the Superintendent of Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Attention: Deputy Superintendent, Legal & Enforcement
Telephone: (867) 767-9305
Facsimile: (867) 873-0243
Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission
Suite 400, 5251 Duke Street

Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4569
Facsimile: (902) 368-5283
Public official contact regarding indirect collection of information: Superintendent of Securities

Autorité des marchés financiers
800, Square Victoria, 22e étage
C.P. 246, Tour de la Bourse
Montréal, Québec H4Z 1G3
Telephone: (514) 395-0337 or 1-877-525-0337
Facsimile: (514) 873-6155 (For filing purposes only)
Facsimile: (514) 864-6381 (For privacy requests only)
Email: [email protected] (For corporate finance issuers);
[email protected] (For investment fund issuers)
Public official contact regarding indirect collection of information: Corporate Secretary

Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: (306) 787-5879
Facsimile: (306) 787-5899
Public official contact regarding indirect collection of information: Executive Director, Securities Division

Office of the Superintendent of Securities
Government of Yukon
Department of Commsharey Services
307 Black Street, 1st Floor
P.O. Box 2703, C-6
Whitehorse, Yukon Y1A 2C6
Telephone: (867) 667-5466
Facsimile: (867) 393-6251
Email: [email protected]
Public official contact regarding indirect collection of information: Superintendent of Securities

Duke Tower
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: (902) 424-7768
Facsimile: (902) 424-4625
Public official contact regarding indirect collection of
information: Executive Director

AI assistant

Critical Elements Lithium Corporation Capital/Financing Update 2025

45960_rns_2025-11-17_aba92906-bd45-4ff5-aeb9-924d6ffe915b.pdf

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

CRITICAL ELEMENTS LITHIUM CORPORATION

What are we offering?

SUMMARY DESCRIPTION OF BUSINESS

1. What is our business?

2. Corporate Structure

3. Recent developments

Material facts

What are the business objectives that we expect to accomplish using the available funds?

USE OF AVAILABLE FUNDS

How will we use the available funds?

Flow-Through Share Considerations

Qualifying Expenditures

FEES AND COMMISSIONS

Do the Underwriters have a conflict of interest?

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

ADDITIONAL INFORMATION ABOUT

Where can you find more information about us?

U.S. Securities Laws Matters

Date and Certificate

APPENDIX A TO OFFERING DOCUMENT

ACKNOWLEDGEMENTS OF THE INVESTOR

United States Investors - Additional Acknowledgements

AI assistant

Critical Elements Lithium Corporation — Capital/Financing Update 2025

45960_rns_2025-11-17_aba92906-bd45-4ff5-aeb9-924d6ffe915b.pdf

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

CRITICAL ELEMENTS LITHIUM CORPORATION

What are we offering?

SUMMARY DESCRIPTION OF BUSINESS

1. What is our business?

2. Corporate Structure

3. Recent developments

Material facts

What are the business objectives that we expect to accomplish using the available funds?

USE OF AVAILABLE FUNDS

How will we use the available funds?

Flow-Through Share Considerations

Qualifying Expenditures

FEES AND COMMISSIONS

Do the Underwriters have a conflict of interest?

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

ADDITIONAL INFORMATION ABOUT

Where can you find more information about us?

U.S. Securities Laws Matters

Date and Certificate

APPENDIX A TO OFFERING DOCUMENT

ACKNOWLEDGEMENTS OF THE INVESTOR

United States Investors - Additional Acknowledgements

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Critical Elements Lithium Corporation Capital/Financing Update 2025