Critical One Closes Private Placement

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TORONTO, June 26, 2025 (GLOBE NEWSWIRE) -- Critical One Energy Inc. (formerly Madison Metals Inc.) ("Critical One" or the "Company") (CSE:CRTL) (OTCQB:MMTLF) (FSE: 4EF0) is pleased to announce that, further to the press release issued on June 9, 2025, the Company has closed its non-brokered financing and issued 2,500,000 units (the "Units") at a price of CDN$0.40 per Unit for aggregate gross proceeds of CDN$1,000,000 (the "Private Placement").

Each Unit consists of one (1) common share in the capital of the Company (a "Common Share") and one-half (1/2) common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each full Warrant entitles the holder thereof to purchase one Common Share for a price of CDN$0.60 for a period of eighteen (18) months from the date of issuance.

As part of the Private Placement, one director participated for an aggregate value of CDN$92,000 and received 230,000 Units (the "Related Party").

The issuance of Units to the Related Party constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemption from the MI 61-101 valuation and minority approval requirements for related party transactions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the issuance of Common Shares to Related Parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

All securities issued pursuant to the Private Placement described above will be subject to a four-month and one-day hold ...