American Critical Minerals Announces $4.0 Million Bought Deal Offering and Concurrent $2.0 Million Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - October 15, 2025) - American Critical Minerals Corp. (CSE: KCLI) (OTCQB: APCOF) (FSE: 2P30) ("American Critical Minerals" or the "Company") is pleased to announce that it has entered into an agreement with Research Capital Corporation as the sole underwriter and sole bookrunner, (the "Underwriter"), pursuant to which the Underwriter has agreed to purchase, on a bought deal basis, 11,429,000 units of the Company (the "Units") at a price of $0.35 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of $4,000,150 (the "Offering").

In addition, the Company is also pleased to announce a concurrent non-brokered private placement of up to 5,714,286 Units at a price of $0.35 per Unit for gross proceeds of up to $2,000,000 (the "Non-Brokered Private Placement"). Together with the Offering and the Non-Brokered Private Placement, the Company expects to raise aggregate gross proceeds of up to $6,000,000.

Each Unit shall be comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.45 per Common Share for a period of 36 months following closing of the Offering, provided that holders will not be permitted to exercise Warrants until 60 days following closing of the Offering.

The net proceeds from the Offering of the Units will be used for working capital and general corporate purposes.

The Company has granted to the Underwriter an option (the "Underwriters' Option") to increase the size of the Offering by up to an additional number of Units, that in aggregate would be equal to 15% of the total number of Units to be issued under the Offering, exercisable at any time up to 48 hours prior to the closing of the Offering.

The Units to be issued under the Offering and the Non-Brokered Private Placement will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The Units offered under the Listed Issuer Financing Exemption will be immediately "free-trading" under applicable Canadian securities laws.