The Albany Gazette - American Critical Minerals Announces Upsizing and Closing of Private Placement

VANCOUVER, BC / ACCESS Newswire / September 9, 2026 / American Critical Minerals Corp. ("American Critical Minerals" or the "Company") (CSE:KCLI)(OTCQB:APCOF)(Frankfurt:2P3) is pleased to announce that it has upsized and closed its non-brokered private placement (the "Offering"), and has issued 12,675,000 units (each a "Unit") at a price of $0.20 per Unit for gross proceeds of $2,535,000. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant") exercisable at a price of $0.35 until September 9, 2029.

The net proceeds from the Offering will strengthen the Company's treasury and will be used to support drilling operations at the Company's Green River Project and working capital purposes.

In connection with closing of the Offering, the Company paid $161,000 and issued 799,750 Warrants to certain arms-length brokerage firms who assisted in introducing subscribers to the Offering. All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day, expiring on January 10, 2027.

Certain directors and a senior officer of the Company (each, a "Related Party") participated in the Offering and purchased a total of 300,000 Units. Participation by Related Parties constitutes a related party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the Units subscribed for by the Related Parties, nor the consideration for the Units paid by the Related Parties, exceeds 25% of the Company's market capitalization for the purposes of MI 61-101. The Company will file a material change report in respect of closing of the Offering. However, the material change report will be filed less than 21 days prior to the closing of the Offering, which is consistent with market practice and the Company deems reasonable in the circumstances.

Dean Pekeski, President and CEO stated, "we are very pleased with the level of support that we received for this financing. This funding will allow the Company to complete the AP-S-2 Duma Point well and provide working capital as we move into the last quarter of 2026. Drilling has been progressing well and should be completed later in September. I look forward to sharing material updates once they are available. I commend our technical team and drilling contractors for the safe, effective and professional execution of this program."

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

Board Changes

Simon Clarke, Chairman of American Critical Minerals has tendered his resignation from the Board of Directors of the Company effective immediately in order to pursue other opportunities. The Company wishes to thank Simon for his loyal service, steady direction, and significant contributions to the advancement of the Green River Project, and we are delighted that he will remain as an advisor with the Company moving forward.

Simon Clarke stated "I am delighted to see the progress the Company is making under Dean Pekeski's leadership. His experience coupled with his knowledge of, and connections across, the potash / brine sectors are second to none and he is the ideal person to drive the Company through this key strategic drilling phase and beyond. As such, this is an ideal time for me to step back from the Board and focus on other opportunities, while also continuing to be available as needed in an advisory capacity. As a loyal shareholder I am delighted that the Company is finally able to take this key step in its evolution and Dean is a critical element in that."

On behalf of the Board of Directors

Dean Pekeski, President & CEO

About American Critical Minerals' Green River Potash and Lithium Project

The Green River Project is situated within Utah's highly productive Paradox Basin, located 20 miles northwest of Moab, Utah. It has significant logistical advantages including close proximity to major rail hubs, airport, roads, water, towns, and labour markets. It also benefits from close proximity to the agricultural and industrial heartland of America and numerous potential end-users for its products.

The history of oil and gas production across the Paradox Basin provides geologic data from historic wells across the Project, and the wider Basin, validating and de-risking the potential for high grade potash and large amounts of contained lithium. Wells in and around the project reported lithium up to 500 ppm, bromine up to 6,100 ppm and boron up to 1,260 ppm (Gilbride & Santos, 2012). This data is reinforced by nearby potash production and the advanced stage of neighbouring lithium projects. The Paradox Basin is believed to be one of the biggest sources of lithium brines in the United States. (Source: AnsonFastmarketsPresentation - https://wcsecure.weblink.com.au/pdf/ASN/02823465.pdf).*

The Company has disclosed targets for further exploration at the Green River Project consisting of 500 million to 950 million tonnes of sylvinite (the most important source for the production of potash in North America)**** grading from 12% to 18% potassium oxide based on elog (eK2O=19% to 29% potassium chloride based on elog (eKCl)). Its target for further exploration for Lithium and Bromine is 2.1 billion cubic meters brine volume grading 71.6 to 216.3 ppm Li and 3,656 to 4,741 ppm Br.**

The Company holds a 100% interest in eleven SITLA mineral and minerals salt leases covering approximately 7,050 acres, 1,094 federal lithium brine claims (BLM Placer Claims) covering 21,150 acres, and 11 federal (BLM) potash prospecting permits covering approximately 25,480 acres. Through these leases, permits and claims the Company has the ability to explore for potash, lithium, and potential by-products across the entire Green River Project (approx. 32,530 acres). The Company is authorized to drill a total of 7 drill holes across the Green River Project.

America's largest potash company and only U.S. domestic potash producer currently produces potash from its nearby Moab Solution Mine, which the Company believes provides strong evidence of stratigraphic continuity within this part of the Paradox Basin*****. Anson Resources Ltd. has advanced lithium development projects contiguous to the northern boundary of our Green River Project and neighbouring to the south.***** Anson has a large initial resource, robust definitive feasibility study and has recently completed successful piloting operations through its partnership with Koch Technology Solutions, as well as an offtake agreement with LG Energy Solution. The Anson exploration targets encompass the combined Mississippian Leadville Formation and the Pennsylvanian Paradox Formation brine-bearing clastic layers, which also underlie American Critical Minerals' entire project area (www.ansonresources.com).***

The United States imports more than 90% of it's potash demand (U.S. Geological Survey, Mineral Commodity Summaries, January 2025). In November 2025, the Department of Interior added potash to it's list of Critical Minerals which already includes lithium. Recent market estimates suggest that the global potash market is over US$50 billion annually and growing at a compound annual growth rate ("CAGR") of close to 5%. Annual lithium demand is now estimated to be over 1 million tonnes globally and continuing to grow rapidly.****

Qualified Person

The scientific and technical content of this news release has been reviewed and approved by Dean Besserer, P.Geo., the Chief Operations Officer of the Company and a qualified person for the purposes of NI 43-101.

*Historical data disclosed in this news release relating to historical wells from previous operators are historical in nature. Neither the Company nor a qualified person has yet verified this data and therefore investors should not place undue reliance on such data. The Company's future exploration work may include verification of the data. The Company considers historical results to be relevant as an exploration guide and to assess the mineralization as well as economic potential of exploration projects. Any historical well data disclosed are selective and may not represent true underlying mineralization. Please refer to the report titled "Amended and Restated NI 43-101 Technical Report, Green River Potash and Lithium Project, Grand County, USA' dated January 27, 2026, and available under the Company's profile at www.sedarplus.ca

** The potential quantity and grades are conceptual in nature and there has been insufficient exploration to define a mineral resource, and, while reasonable potential may exist, it is uncertain whether further exploration will result in the determination of a mineral resource under NI 43-101. Targets for further exploration for potash, lithium and bromine at the Green River Project are used to provide a conceptual estimate of the potential quantity and grade of a mineral deposit, based on known and additional limited geological evidence. It is an early-stage assessment that will help to guide further exploration, but it is not a mineral resource or mineral reserve and should not be treated as such. The report titled "Amended and Restated NI 43-101 Technical Report, Green River Potash and Lithium Project, Grand County, USA' dated January 27, 2026, and available under the Company's profile at www.sedarplus.ca provides details of the basis on which the targets for further exploration have been determined.

*** American Critical Minerals' management cautions that results or discoveries on properties in proximity to the American Critical Minerals' properties may not necessarily be indicative of the presence of mineralization on the Company's properties.

**** United States Geological Survey, Mineral Commodity Summaries, January 2024 (https://pubs.usgs.gov/periodicals/mcs2024/mcs2024-potash.pdf).

***** The Company has no affiliation to Intrepid Potash or the Moab Mine or Anson Resources.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward-looking information or forward-looking statements within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: statements with respect to the Company's future plans and potential of its mineral properties; anticipated drilling at the Green River Project; use of proceeds from the Offering; and prospective funding of the Company.

Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking statements are based on certain assumptions and analyses made by the Company in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Forward-looking statements also involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A.

Forward-looking information contained herein are made as of the date of this news release and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:
1100-1199 West Hastings St.
Vancouver, BC Canada V6E 3T5
T 604 551 9665
E [email protected]

SOURCE: American Critical Minerals Corp.

View the original press release on ACCESS Newswire

(B.Smith--TAG)