Critical One Energy Inc. plans to transfer its uranium and copper interests in Namibia into a newly created company as part of a proposed spin-out that will separate the assets from its core operations.
The proposed company, Critical Two Energy Inc., will also take ownership of Critical One’s Kenora uranium property in Ontario, Canada, and is expected to seek a separate stock exchange listing.
Critical One said shares in Critical Two would be distributed as a dividend to eligible Critical One shareholders on a pro rata basis, with the record date and final distribution terms to be announced once the transaction structure has been completed.
“The Company intends to transfer the Kenora Property and its uranium and copper interests in Namibia to a new company, proposed to be named ‘Critical Two Energy Inc.’ and to distribute the shares of Critical Two by way of dividend to Critical One shareholders of record on a record date to be determined,” the company said.
“Critical Two is expected to seek a separate stock exchange listing.”
Critical One said the restructuring is intended to provide the Kenora and Namibian assets with a separate development path while allowing the company to concentrate on its flagship Howells Lake Antimony-Gold Project.
Executive Chairman and CEO Duane Parnham said the company believes the Namibian and Canadian uranium assets have significant development potential that could be pursued independently through Critical Two.
“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,” Parnham said.
“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.”
Critical One said shareholders are not required to take any action at this stage.
The proposed transaction remains subject to board, regulatory, stock exchange and shareholder approvals, while the final asset package, capitalisation and management structure of Critical Two are still to be determined.
The company also cautioned that there is no guarantee the proposed transaction will be completed and said the tax implications of distributing Critical Two shares have not yet been established.
As part of preparations for the spin-out, Critical One has appointed Micon International Limited to undertake an independent technical review of its 100%-owned Kenora Uranium Property in northwestern Ontario.
The review will include an audit of exploration work undertaken during the property’s previous option period.
Critical One regained full ownership of Kenora after American Atomics Inc. terminated its option on the property effective 3 May 2026.
The company said its funded 2026-2027 exploration programme at the Howells Lake Antimony-Gold Project will continue unaffected by the proposed restructuring.
