Spin-out proposal set for Critical One’s Kenora and Namibia assets
Critical One Energy Inc. is pleased to announce that it has engaged Micon International Limited to complete an independent technical review of the Company’s 100%-owned Kenora Uranium Property in northwestern Ontario.
Critical One remains focused on its flagship Howells Lake Antimony-Gold Project, where the funded 2026-2027 exploration program continues and its budget is unaffected.
“We are very pleased with the progress at our Howells Lake Project and remain focused on building on that momentum,” said Duane Parnham, Executive Chairman and CEO of Critical One. “At the same time, we believe Kenora and Namibia also have great potential, and we want our shareholders to see that potential developed to its utmost value. Critical Two gives those uranium assets their own path forward as a critical metals venture, without taking anything away from what we are doing at the Howells Lake Project.”
Parnham added, “Micon built the independent technical foundation at the Howells Lake Project, and we are applying the same standard at Kenora as we prepare it for its next stage.”
Kenora Uranium Property
The Kenora Property is held through the Company’s wholly owned subsidiary 2160083 Ontario Inc. and is located about 30 kilometres east of Kenora, Ontario along Highway 17, with road access. It covers the historic Richard Lake uranium occurrence, where underground development on two levels was completed in the 1950s, and the Bee Lake area. Previous operators reported completing 40 diamond drill holes totalling 5,552.6 metres in 2008. The historical work described in this paragraph pre-dates the Company’s ownership and has not been verified by the Company’s Qualified Person named below; readers should not rely on it as current exploration results. Work funded by the former optionee comprised a 2,075 line-kilometre airborne geophysical survey in 2023, geological mapping in 2024 and five NQ diamond drill holes totalling 1,045 metres in March 2025.
Proposed spin-out and dividend of Critical Two Energy shares
The proposed transaction is intended to result in the transfer of the Kenora Property and the Company’s Namibia uranium and copper interests to Critical Two and a pro rata distribution of Critical Two shares to eligible Critical One shareholders by way of dividend. The record date and distribution terms will be set and announced once the structure of the transaction is finalized. Shareholders are not required to take any action at this time. The tax consequences of the proposed distribution to shareholders have not yet been determined, and shareholders should consult their own tax advisors. There can be no assurance that the proposed transaction will be completed on the terms described, or at all. The Company is working with legal and tax advisors on the form of the transaction. Completion requires board approval and all required regulatory, exchange and shareholder approvals. Critical Two’s asset package, capitalization, management and other transaction terms will be announced as they are finalized.
