Critical One Energy Inc. (CSE: CRTL) has announced plans to spin out its Kenora Uranium Property in northwestern Ontario and its Namibia uranium and copper interests into a new company to be named Critical Two Energy Inc., with shares distributed to existing shareholders by way of dividend. The company has also engaged Micon International Limited to conduct an independent technical review of the Kenora Property following the termination of an option by American Atomics Inc. effective May 3, 2026. The announcement signals Critical One's intent to create a separate critical metals vehicle while keeping its flagship Howells Lake Antimony-Gold Project fully funded and on track.

Key Points

  • Critical One Energy Inc. (CSE: CRTL | OTCQB: CTLOF | FSE: 4EF)
  • Proposed spin-out of Kenora Uranium Property and Namibia interests into Critical Two Energy Inc., with shares distributed as a pro rata dividend to eligible Critical One shareholders
  • Micon International Limited engaged to audit exploration work completed during the former option period at the 100%-owned Kenora Property
  • Investors will be watching for the record date, Critical Two's proposed exchange listing, and required board, regulatory, and shareholder approvals

Critical Two Spin-Out Structure and Shareholder Distribution

Critical One intends to transfer the Kenora Property and its Namibia uranium and copper interests to Critical Two Energy Inc. and distribute Critical Two shares to eligible Critical One shareholders of record on a date yet to be determined. The record date and full distribution terms will be announced once the transaction structure is finalised. Critical Two is expected to seek a separate stock exchange listing. The company notes that completion of the transaction requires board approval and all required regulatory, exchange, and shareholder approvals, and that there can be no assurance it will be completed on the terms described, or at all.

Micon Engaged to Review Kenora Uranium Property Work History

Micon International Limited has been retained to complete an independent technical review of the Kenora Property, located approximately 30 kilometres east of Kenora, Ontario along Highway 17. Micon's scope includes an audit of exploration work conducted during the former option period, which 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 completed in March 2025. The technical disclosure in the announcement was reviewed and approved by Matthew Trenkler, P. Geo., Chief Geological Officer of Critical One, acting as Qualified Person under National Instrument 43-101.

Kenora Option Termination and Ongoing Contractual Matters

American Atomics Inc. terminated its option on the Kenora Property effective May 3, 2026, restoring Critical One's 100% interest. The company states it continues to pursue contractual rights related to the lapsing of mining claim 531620 during the option period, and maintains that ten claims staked within the agreement's area of common interest should be transferred to the company. Legal advisers are actively addressing these contractual and title matters, the release states.

Howells Lake Project Remains Critical One's Primary Focus

Critical One emphasised that its funded 2026–2027 exploration program at the Howells Lake Antimony-Gold Project remains unaffected by the proposed spin-out, with its budget unchanged. The company describes Howells Lake as a potential North American source of antimony for defence, energy storage, and high-performance technologies. The immediate share price impact was not clear from available public information.