ILC Critical Minerals Ltd. Announces Private Placement

ILC Critical Minerals Ltd. (TSXV: ILC,OTC:ILHMF) (OTCQB: ILHMF) (FSE: IAH0) (‘ILC’ or the ‘Company’) is pleased to announce a non-brokered private placement (the ‘Offering’) of up to 100,000,000 common shares at CAD$0.025 per share to raise gross proceeds of up to CAD$2,500,000. There are no warrants attached to this placement.

Proceeds of the private placement will be used partly to enable the Company to invest in growing its Southern African and Canadian operations and partly for general working capital purposes. If ILC decides to exercise its option, the Company may use part of the proceeds to exercise the option to acquire Lepidico (Mauritius) Ltd. (‘Lepidico Mauritius’) with a final net amount payable of around CAD$450,000. Lepidico Mauritius owns 80% of the company in Namibia that owns the Karibib project.

A table showing approximate split of proceeds if the full CAD$2.5 million is raised is as follows :

*Assumes Lepidico Mauritius option exercised

Payments to persons conducting Investor Relations activities are expected to be appreciably less than 10% of the gross proceeds of the Offering. Any such Investor Relations engagements will be filed with the TSX Venture Exchange (‘TSXV’), in accordance with their policies.

Closing of the Offering is subject to acceptance by the TSXV. All securities issued in connection with the Offering will be subject to a four-month hold period from the date of issuance under applicable Canadian securities laws. The Company may pay finders fees on a portion of the placement, as permitted by TSXV policies and applicable securities laws.

It is anticipated that some directors and insiders will participate in this Offering. The issue of shares (to the extent subscribed for by insiders) constitute ‘related party transactions’ pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101’), as the subscribers include directors of the Company. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the shares in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the shares to be issued to directors and insiders does not exceed 25% of the Company’s market capitalization.

About ILC Critical Minerals Ltd.

ILC Critical Minerals Ltd., formerly International Lithium Corp., has exploration activities in Ontario, Canada, with intentions to expand into Southern Africa. It has projects at various stages, ranging from Definitive Feasibility Study at Karibib in Namibia (note that ILC currently has an option only and is treating this as historic information at this point and not a current resource for ILC) to Preliminary Economic Assessment at Raleigh Lake to Pre-Drilling at Wolf Ridge. The primary target metals in Canada are lithium, rubidium and copper. There are three projects (two in Ontario and one in Ireland) in which ILC has sold its share, but where the Company stands to receive future payments from either a resource milestone being achieved or from a Net Smelter Royalty. In Namibia the Karibib project contains lithium, rubidium and cesium.

While the world’s politicians remain divided on the future of the energy market’s historic dependence on oil and gas and on ‘Net Zero’, there is in any scenario an ever-increasing and significant demand for electricity driven by AI and data centres, and by a likely unstoppable momentum towards electric vehicles and grid-scale electricity storage. All of these contribute to rising demand for lithium, copper, and other metals. Rubidium is also a critical metal, strategic for high-precision clocks, space technology, and improving the performance of certain types of solar panels. ILC has seen the politically driven, increasingly urgent push by the USA, Canada, the EU, and other major economies to safeguard their supplies of critical minerals and to become more self-sufficient. The Company’s Canadian and Southern African projects, which contain lithium, rubidium, cesium and copper, are strategic in this regard.

The Company’s key mission for the next decade is to generate revenue for its shareholders from lithium, rubidium and other critical minerals while also contributing to the creation of a greener, cleaner planet and less polluted cities.

This includes optimizing the value of ILC’s existing projects in Canada as well as finding, exploring and developing projects that have the potential to become world-class deposits. The Company announced that it regards Southern Africa as a key strategic target market and, in addition to Namibia, it has applied for and hopes to receive EPOs in Zimbabwe. The board hopes to make further announcements on the portfolio developments over the next few weeks and months.

The Company’s interests in various projects now consist of the following, and in addition, the Company continues to seek other opportunities:

The Company’s primary strategic focus at this point is on the Raleigh Lake Project, comprising lithium and rubidium, and the Firesteel copper project in Canada, as well as obtaining EPOs and mineral claims in Zimbabwe. The Karibib projects in Namibia, including further development of the EPL there, will be a high priority if ILC decides to exercise its option and remain involved.

The Raleigh Lake Project now encompasses 32,900 hectares (329 square kilometres) of mineral claims in Ontario and represents ILC’s most significant project in Canada. To date, drilling has occurred on less than 1,000 hectares of the Company’s claims. A Preliminary Economic Assessment was published for ILC’s lithium at Raleigh Lake in December 2023, with a detailed economic analysis of ILC’s separate rubidium resource still pending. This showed, for the lithium only and not yet taking into account the rubidium, a Post-tax NPV of CAD$342.9 million and a Post-tax IRR of 44.3% p.a. This was based on a spodumene price of US$2,350 per tonne. As at February 2, 2026 the spot spodumene price was US$ 1,965 per tonne. Raleigh Lake is 100% owned by ILC, free from any encumbrances and royalties. The Raleigh Lake Project boasts excellent access to roads, rail, and utilities.

A continuing goal has been to remain a well-funded, strategically run company that turns ILC’s aspirations into reality. Following the disposal of the Mariana project in Argentina in 2021, the Mavis Lake project in Canada in 2022, and the Avalonia project in 2025, ILC has continued to generate sufficient cash inflows to advance its exploration projects.

With increasing demand for high-tech rechargeable batteries used in electric vehicles, energy storage, and portable electronics, lithium has been dubbed ‘the new oil’. It is a key part of a green, sustainable economy. By positioning itself on projects with significant resource potential and solid strategic partners, ILC aims to become a preferred lithium and critical minerals resource developer for investors and to continue building value for its shareholders throughout the 2020s, the decade of battery metals.

On behalf of the Company,

John Wisbey
Chairman and CEO
www.ilccm.com

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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

Except for statements of historical fact, this news release or other releases contain certain ‘forward-looking information’ within the meaning of applicable securities law. Forward-looking information or forward-looking statements in this or other news releases may include: the timing of completion of any offering and the amount to be raised, the likelihood or otherwise of the Company exercising its option on Lepidico Mauritius, the outcome of and issues around the arbitration involving Lepidico Namibia, the effect on results of anticipated production rates, the timing and/or anticipated results of drilling on the Karibib or Raleigh Lake or Firesteel or Wolf Ridge projects, expected commodity prices, the expectation of resource estimates, preliminary economic assessments, feasibility studies, lithium or rubidium or cesium or copper recoveries, modeling of capital and operating costs, results of studies utilizing various technologies at the company’s projects, the Company’s budgeted expenditures, government permits or approval for licences and licence renewals, future plans for expansion in Southern Africa and planned exploration work on its projects, increased value of shareholder investments in the Company, the potential from the Company’s third party earn-out or royalty arrangements, the future demand for lithium, rubidium, cesium and copper, and assumptions about ethical behaviour by our joint venture partners or shareholders in our projects or third party operators of projects or royalty partners. Such forward-looking information is based on assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled ‘Risks’ and ‘Forward-Looking Statements’ in the interim and annual Management’s Discussion and Analysis which are available at www.sedarplus.ca. While management believes that the assumptions made are reasonable, there can be no assurance that forward-looking statements will prove to be accurate. Should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Forward-looking information herein, and all subsequent written and oral forward-looking information are based on expectations, estimates and opinions of management on the dates they are made that, while considered reasonable by the Company as of the time of such statements, are subject to significant business, economic, legislative, and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.

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