V:CRE WWW.CECORP.CA

September 20, 2012

www.cecorp.ca

DISCLAIMERS

Forward Looking Statements

Except for historical information contained herein, this presentation may

contain forward looking statements including but not limited to comments

regarding predictions and projections. Forward looking statements address

future events and conditions and therefore involve inherent risks and

uncertainties. Although Critical Elements Corporation believes that such

expectations are reasonable, there can be no assurance that such

expectations will prove to be correct, and therefore actual results may differ

materially from those currently anticipated in such statements. You are

cautioned not to place undue reliance on any such forward looking

statements, whether made in this presentation or in any question and

answer period related to this presentation.

2

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MARKET INFORMATION

Trading Symbol: TSX-V: CRE Frankfurt: F12 OTCQX: CRECF

Share Structure:

110MM ($0.24)

Fully diluted:

115.6MM

Market Cap:

$27.4 M

Board and Management:

■ Ron MacDonald, Executive Chairman of the board

■ Jean-Sébastien Lavallée, P.Geo, President & CEO

■ Jean-François Meilleur, Vice-President

■ Michel Robert, M.A.Sc. Eng, Director

■ Jenna Hardy, M.B.A., P.Geo, Director

■ Mark Baggio, Director

■ Nathalie Laurin, CFO & Secretary

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BOARD OF DIRECTORS

Ron MacDonald, Chairman of the board | Ron Macdonald is a graduate from Dalhousie University; Halifax, Nova Scotia,

Canada. He spent two years as Senior Assistant to the Canadian Minister of Foreign Affairs and Deputy Prime Minister and two years as Chief

of Staff to the Leader of the Government in the Senate of Canada. From 1988-1997 he was elected as the Member of Parliament for Halifax,

Nova Scotia, during which Mr. Macdonald was appointed by the Prime Minister of Canada as Parliamentary Secretary of International Trade. In

1997-2002 Ron Macdonald was President and CEO of The Council of Forest Industries, the largest lumber manufacturing, grading and

marketing group during which time he became one of the founding member and Director of ‘Canada Wood’, which developed wood markets in

China, Korea, India and Japan. From 2003-2006 he was Senior Advisor, International Market Development to the President and CEO of Canfor

Ltd., Canada`s largest lumber manufacturer. In 2006 Ron Macdonald became President and CEO of Cansource International; a natural

resource focused international marketing and strategic management consultancy. He currently acts in the capacity of Vice Chairman of

American Vanadium and Senior Council Global Markets for Commerce Resources ltd , as well as strategic political advisor to Western Potash.

Mr. Macdonald has been a contributing member of the OECD Committee developing international guidelines for tantalum end-users, as well as

a member of the EICC committee developing guidelines for their global tantalum smelter verification program. Mr. Macdonald has also been a

contributor to the EU Commission Framework 7 policy paper on ‘Scarcity of Strategic Minerals’ and a presenter at conferences in USA,

Canada and Asia on critical, strategic and rare earth markets.

Jean-Sébastien Lavallée, President & CEO | Mr. Lavallée has been active in mining exploration since 1994. He is the vice

president of Consul-Teck Exploration Inc., a consulting firm of Val-d`Or founded in 2003 that specializes in mining exploration in northern

areas. Most of the firm’s mandates involve the generation and execution of projects in remote areas. Mr. Lavallée has acted as a geologist for

many companies, including Eloro Resources Ltd., Uracan Resources Ltd., Agnico-Eagle Mines Ltd., Noranda Minerals Inc., Champion

Minerals Inc., Matamec Explorations Inc. and Argex Mining Inc. Having been responsible for the planning and execution of many exploration

programs in recent years, Mr. Lavallée has acquired a solid experience in exploration project development.

Jean-François Meilleur, Vice-President | Mr. Meilleur is presently President and co-owner of Paradox Public Relations. His

many accomplishments include playing a key role in raising funds for many projects. Mr. Meilleur holds a Bachelor’s Degree from the HEC

business school (Hautes Études Commerciales) in Montreal, with a specialization in marketing and finance. Mr. Meilleur previously worked as

a trader at Swiftrade, and has extensive knowledge of the financial markets.

4

Michel Robert, Director | M.A.Sc.Eng., has over 40 years of mining industry experience in engineering, operations management. He

has been responsible for operations of mining companies in both North and South America, including Niobec, Highmont, Tintaya, La Coipa,

Quiruvilca, Huaron, and has completed numerous due diligence for financing and takeover mandates on existing projects in the Americas and

Asia. He has been a director or senior executive of private and public companies such as SNC, Golden Star, Pan American Silver, H.A.Simons

Int’l, Aley Corporation, as well as acting as a technical advisor for companies involved in gold, copper, silver, tantalum, niobium and iron.

www.cecorp.ca

BOARD OF DIRECTORS (CONTINUED)

Jenna Hardy, Director | Ms. Jenna Hardy, M.Sc, MBA, P.Geo. has over 25 years of exploration and mining industry experience in

Canada, US, Mexico and South America, and was involved in re-opening, greening and expansion of large-scale historic operations at

Quiruvilca and Huaron Mines in Peru and at the Cozamin and La Colorada Mines in Mexico. Since 2006, she has been involved with

Commerce Resources (TSX.V: CCE; FSE: D7H; OTCQX: CMRZF) where she currently acts as Manager Environmental Regulatory and

Technical Services for the Blue River Ta-Nb project which is moving from exploration towards development. From 1996 to 2004, she served as

the Manager of Health Safety Environment with Pan American Silver Corp. (NASDAQ: PAAS, TSX: PAA) where she was responsible for

corporate oversight of health, safety and environmental issues at operating subsidiaries in Peru, Mexico and Bolivia, as well as development

projects in Argentina, Canada and the USA. In 2004, Ms. Hardy reactivated a consulting company that she founded in 1986 and currently

provides environmental, corporate development and corporate governance services to junior natural resource companies working in Mexico

and Canada.

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Mark Baggio, Director | Throughout the 90's Mr Baggio was well known in Toronto's entertainment industries. From having managed

one of the most successful concert houses, to launching and overseeing the marketing and promotion of a number of high profile venues and

events, to launching his own recording studio and label on the west coast. In 2006 he founded Cansource Marketing, which specialized in

global strategic advice, governance and marketing services to unique natural resource companies. During this time he has provided advice to

B.C based Lumber corporations with an aim to build international markets and international product expansion initiatives. He also developed

and implemented a very successful global marketing program for a major Canadian fishery. In the last four years he has worked extensively in

the rare and critical resource space, developing and implementing global market and financing programs for Canadian Mining Companies. As

an independent consultant and representative of companies with unique assets, Mark has introduced, presented and negotiated for clients in

international forums, symposiums, and to the Asian financial community assisting in arranging investment capital. Additionally, Mr Baggio has

also been a member of the OECD committee which developed the new international guidelines for ‘due diligence’ as well as contributing to the

Electronic Industry Citizenship Coalition (EICC) committee dealing with ethical sourcing of materials used in their product production.

Paul Bonneville, Project Manager | Mr. Bonneville has over 30 years of experience in the mining industry in Canada. He was

Vice President Operations for Scorpio Mining and Vice President Mines for Cadiscor Resources. He worked for Dumas Contracting as Project

Manager at the Lapa and Goldex shaft projects and for Ross-Finlay Ltd., where he held a range of positions, including Project Manager at the

Bell-Allard shaft project and the Silidor project, and at Pan American Silver Corp. He has also managed a number of overseas operations.

CONSULTANTS

www.cecorp.ca

HIGHLIGHTS OF THE PRELIMINARY ECONOMIC ASSESSMENT STUDY :

Highlights of the Preliminary Economic Assessment Study Include: The financial analysis of the Rose Project was based of price forecasts of US$260/kg ($118/lb) for Ta2O5

contained in a tantalite concentrate and US$6,000/t for lithium carbonate (Li2CO3).

The pre-tax Internal Rate of Return (IRR) of the Rose Project is estimated at 33%, with a Net Present Value

(NPV) of CA$488 million at an 8% discount rate. The payback period is estimated at 4.1 years. The after-

tax Internal Rate of Return (IRR) of the Rose Project is estimated at 25%, with a Net Present Value (NPV)

of CA$279 million at an 8% discount rate.

Discount Rate NPV

(before taxes)

NPV

(after taxes)

0% 1 078 611 885 CA$ 665 122 755 CA$

5% 651 789 479 CA$ 387 145 131 CA$

8% 488 360 406 CA$ 279 358 227 CA$

10% 403 744 658 CA$ 223 097 949 CA$

12% 333 626 451 CA$ 176 175 210 CA$

NPV AS A FUNCTION OF VARIOUS DISCOUNT FACTORS

Pre-tax IRR: 33%

After tax IRR: 25%

The economic analysis is based on a mine life of 17 years, estimated capital costs of CA $268.6 million and operating

costs of CA $67.65/tonne of ore milled. Ongoing capital investment was estimated at CA $36.8 million. Calculations

include contingencies of 10% and assumed parity between the Canadian and the American dollars. 6

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ROSE – NPV & IRR commodity price sensitivity

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NPV* Lithium carbonate price per tone

(US$MM) $4500 $6000 $8500 $10000

$100 $95.3 $453 $1,051 $1,409

$118 $129 $488 $1,085 $1,444

$135 $163 $522 $1,119 $1,477

$155 $202 $561 $1,158 $1,517

IRR* Lithium carbonate price per tone

(US$MM) $4500 $6000 $8500 $10000

$100 14,4% 31,5$ 52,1% 62.5%

$118 16,5% 33% 53.3% 63.6%

$135 18,4% 34,3% 54,4% 64,7%

$155 20.5% 35,9% 55,7% 65,8%

Ta

nta

lum

price

per

pound

Ta

nta

lum

price

per

pound

* From an 8% discount rate.

www.cecorp.ca

• Metallurgy work carried by Bumigeme and Acme Metallurgical Ltd.

• 99.9% lithium carbonate electric vehicle battery grade

• Metallurgy recovery of 90.7% at a concentration grade of 5.87% Li2O and

tantalum recovery of 84.8% at a concentration grade 1,016 ppm Ta2o5 (in primary

concentrate)

• Carbonatation transformation recovered 94% of the Li2O concentrate for an overall

recovery of 85.3% from initial input to finished of Li2CO3

• Metallurgical testing based on representative composite sample for the first

8 years of production (selected Holes between Holes LR-09-02 to LR-10-123)

• Recently improved Ta2o5 recovery over 60% from 50% in PEA

• On going test to optimize Li2CO3 purity and recovery by bi-carbonatation

Rose Project Metallurgy Highlights

ROSE LITHIUM-TANTALUM PROJECT

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ROSE LITHIUM-TANTALUM PROJECT

• PROJECT LOCATION: Quebec, 75 km due south of

Goldcorp’s Eleonore Gold Deposit

• 35km north of Nemiscau , road access , Airport

• Power line directly on the project

• Quebec Government announced on May 9th 2011 the Plan Nord

with a $80B investment for project development &

infrastructures over 25 years

PROJECT INFRASTRUCTURE

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FEASIBILITY STUDY CONTRACTORS

ENGINEERING FIRM DEPARTMENT

AMBUCK Mining

GENIVAR Environmental/Infrastructure

BUMIGENE /

ACME

Metallurgical process/

Transformation process

SECOR Plant location strategy

AMEC Tailings

www.cecorp.ca

ROSE - MINERAL RESOURCE

Tonnes Li2O Li2O Li2CO3 Ta2O5 Ga Be Rb

(X 1,000) (%)

(equivalent)

(%)

(%)

(equivalent)

ppm

(g/t)

ppm

(g/t)

ppm

(g/t)

ppm

(g/t)

Indicated

Resources 26,500 1.30% 0.98% 2.42% 163 66 128 2,343

Total 259,700 t 642,238 t 4,3 M kg 1,7 M kg 3,4 M kg 62,1 M kg

(1,412 M lbs) (9,5 M lbs) (3,8 M lbs) ( 7,4 M lbs) (136, 7 M lbs)

Inferred

Resources 10,700 1.14% 0.86% 2.13% 145 61 121 1,418

Total 92,020 t 227,565 t 1,5 M kg 653,484 kg 1,3 M kg 15,2 M kg

(500,6 M lbs) (3,4M lbs) (1,4 M lbs) (2,9 M lbs) (33,4 M lbs)

The resource was compiled using a cut-off grade of 41$/t for the open pit model and 66$/t for the underground

model (taking Li and Ta recovery into consideration) based on the current estimation of the resource and market

conditions.

This new indicated resource represents an increase of 131% in tonnage, 129% in Ta2O5 and 69% increase in

Li2O. The new inferred resources represent an increase of 393% in tonnage, 418% in Ta2O5 and 234 % in Li2O.

• $6,000 / tonne of Li2CO3 (Source: Canada Lithium Corp. Website)

• $317 / kg of Ta or $260 / kg Ta2O5 (Source: Commerce Resources Corp. Website)

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ROSE – PEA Metrics (continued)

Avg. net operating income $81.4 MM / year

Mine / processing / transformation Open-pit / Flotation / Kiln, leaching, carbonate

Open-Pit ore mining rate Average ore processing rate 4600 t/d 1.5 MM t/y

Cost per ton of Li2CO3 $2650/per ton of Li2CO3

Resources 24.3 MM t @ 0.89% Li2O, 132 ppm Ta2O5

Total contained materials 452 306 t Li2CO3 3.5 MM lbs Ta2O5

Average annual production 26 606 t Li2CO3 206 670 lbs Ta2O5

Initial mine life 17 years

Avg. commodity price $6000 / t Li2CO3 $118 / lb Ta2O5

Initial capital (CAPEX) $268 MM

Sustaining capital $36.8 MM

Payback period 4.1 years

Operating cost (avg. LOM) $67.65/t

Royalty 2%

Tax rate (On operation profits over LOM) 30%

Recovery rates 84.8% Li2CO3 50% Ta2O5

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Cost of discovery = $0.15 per indicated tones of material

(from rock showings to 1st resource estimate)

ROSE TANTALUM-LITHIUM project

Construction decision Construction Production Start-up Current date

Main Activities Budget $

(Spent)

2010 2011 2012 2013 2014 2015

Months since start up

3 6 9 12 15 18 21 24 27 30 33 36 39 42 45 48 51 54 57 60 63 66 69 72

1st Phase Exploration 2,000,000

1st Resources Definition 75,000

2nd Phase Exploration 1,000,000

2nd Resources Definition 30,000

Metallurgical Testing 150,000

Preliminary Economic

Assessment Study 500,000

Environmental Impact Study 450,000

Negotiations with potential

partners 150,000

Feasibility Study 5,000,000

Permitting, Cree relations 250,000

Building mining team 1,000,000

Project financing (mine)

Construction

Production

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INFRASTRUCTURE MAP

Lithium One

Indicated Resources: 11,750,000 tonnes; 1.30% Li2O

Inferred Resources: 10,470,000 tonnes;1.20% Li2O

Nemaska Exploration

Indicated Resources: 25,078,000 tonnes; 1.54% Li2O

Inferred Resources: 4,401,000 tonnes; 1.51% Li2O

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CRITICAL ELEMENTS CORPORATION

Rose Deposit

INDICATED Resources : 26,500,000 tonnes; 1.30% Li2O Eq.

or 0.98% Li2O and 163 ppm Ta2O5

CRITICAL ELEMENTS CORPORATION

Rose Deposit

INFERRED Resources : 10,700,000 tonnes; 1.14% Li2O Eq.

or 0.86% Li2O and 145 ppm Ta2O5

www.cecorp.ca

ROSE SHOWINGS

CRITICAL ELEMENTS CORPORATION

Rose Deposit

INDICATED Resources : 26,500,000 tonnes; 1.30%

Li2O Eq. or 0.98% Li2O and 163 ppm Ta2O5

INFERRED Resources : 10,700,000 tonnes; 1.14%

Li2O Eq. or 0.86% Li2O and 145 ppm Ta2O5

HYDRO

ROSE SUD

PIVERT

HELICO 0.44% Li2O and

196 ppm Ta2O5 / 116 m

channel sample

CRITICAL ELEMENTS CORPORATION

JR Showing

INDICATED Resources : 1,154,700 tonnes; 0.82%

Li2O and 122 ppm Ta2O5

Camp

Girard

Rose West

Pivert Middle

PIVERT EST 0.44% LI2O, and 181 ppm

Ta205 / 4 m channel sample

PIVERT SUD 0.87% LI2O and 169 ppm Ta205 / 28 m channel

sample

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ELECTRIC VEHICLE MARKET

• Industry consensus to develop High-Performance Li-ion vehicles

• Major World cities are rapidly implementing infrastructures

• In North America, over 12,000 charging stations will be in place by the end of 2012. In

Europe, Norway has 3,200 charging points. Japan already above 800

• Li-ion battery technology for electric vehicle is adopted by major car makers like; Toyota,

Ford, GM, Mitsubishi, Nissan, Renault, Honda, Mercedes-Smart, BMW, Volvo, Mazda,

Hyundai and more

• Significant reduction of the acquisition cost Toyota Prius C sales from $20,950

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• Tesla Motors model S range 480km per charge and

perform 0-60 mph in 5.6 seconds

• Electric vehicles power cost average between $25 to $60

per month

Public charging stations in San Francisco 2009

Sources: Ladepunkter i Norge Grønn bil. May 2012

http://www.westcoastgreenhighway.com/

http://www.greencarreports.com/news/1076380_fueling-stations-electric-cars-trump-all-other-alt-

fuel-types

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SMART GRID AND ENERGY STORAGE SOLUTIONS

• Smart-grid solutions are critical to sufficient future power demand

• Major investment by world leading countries like China and the United-States of America

(China invested in 2011 US$52.37 billion and investments are increasing by 2.58% in

2012)

• Lithium-ion battery storage technology actually adopted in smart-grid infrastructures

• Cost of technology is significantly reduced and major smart-grid projects are in

construction

• Electricity demand in China continues to grow rapidly at a rate of 8.5% annually over the

next 2 years

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36 MWh BYD battery energy storage array at Zhangbei

Source: STG Research

• In United-States, by year 2014 the smart-grid market

will excess $171.4 billion

• Chinas energy storage counts for 5% of the total

smart-grid investment program (China 5 year program to invest

approximately $50 billion per year)

www.cecorp.ca

LITHIUM DEMAND

-

100,000

200,000

300,000

400,000

500,000

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Current Emerging and Growth Future Transport Low Case

Future Transport High Case

Source: www.talison.com 17

Supply Demand Conditions Tightening

Supply

-

100,000

200,000

300,000

400,000

500,000

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Conventional Emerging and Growth

Future Transport Future Transport High Case

Strong Demand Outlook For All Applications

www.cecorp.ca

TANTALUM PRICE & DEMAND

Tantalum is an element used in many

applications in our everyday lives, to

improve technology and material

performance. These include uses in

electronics, medicine, engineering and

energy generation.

Tantalum ores are found primarily in

Australia, Canada, Brazil, and central Africa.

The average yearly growth in demand as

been about 8% to 12% per year since about

1995. Metals traders predict high tantalum

prices for the next 5 years.

Source: www.metal-pages.com

Source: www.tang.org

0

20

40

60

80

100

120

140

March Jun Sep Dec Feb

TANTALUM PRICE (basis 30% Ta2O5 - European Union)

Tantalum Price ($/lb)

0

1

2

3

4

5

6

7

1990 1992 1994 1996 1998 2000 2002 2004 2006

TANTALUM MARKET DEMAND

Mlbs Ta2O5

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TANTALUM GROWING DEMAND

About half of the tantalum consumed each year is used in the

electronics industry:

• Laptops, PDA’S, iPods, MP3, etc.

• Electrical appliances

•Ticket Machines, ATM’s

• Antenna for Radar

• In car electronics such as anti-lock braking systems (ABS), navigation

systems, wheel traction control, airbag

inflation, engine management and fuel

economy.

Tantalum is also used

in medical devices:

• Heart pacemakers,

implanted auto-defibrillators

and hearing aids.

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2012 DEVELOPMENT PLAN & HIGHLIGHTS

• Complete feasibility study on the Rose Project

• Complete environmental impact study

• Signing off take agreement for lithium and tantalum

• Initiate permitting process

• Initiate project financing

• Strengthen management and mining team

• Optimize mining process and metallurgy recoveries

DISCOUNT RATE NPV

(BEFORE TAXES)

NPV

(AFTER TAXES)

0% 1 078 611 885 CA$ 665 122 755 CA$

5% 651 789 479 CA$ 387 145 131 CA$

8% 488 360 406 CA$ 279 358 227 CA$

10% 403 744 658 CA$ 223 097 949 CA$

12% 333 626 451 CA$ 176 175 210 CA$

PROJECT IRR

Pre-tax 33%

After-tax 25%

Avg. net operating income $81.4 MM / year

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OUR PROJECTS

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CROINOR and MATCHI-MANITOU

Quebec | 50% Ownership/JV

Proven & probable mineral reserve of 566,872 tonnes at 6.64 g/t gold for a total of

120,883 oz

Estimated resource of 583,285 tonnes at 6.64g/t (Measured + Indicated) and 105,876 tonnes at

7.13 g/t (Inferred), 124,503 oz (Measured + Indicated) and 24,287 oz (Inferred)

PREFEASIBILITY RESULTS PEA RESULTS

RESOURCES (measured + indicated) 566,872 t at 6.64g/t * 583,285 t at 6.64g/t

RESOURCES (inferred) N/A 105,876 t at 7.13 g/t *

PRE-TAX NPV (7% DISCOUNT ) $30.6 million $42.8 million

PRE-TAX IRR 57 % 70 %

AFTER-TAX NPV (7% discount ) $21 million $28.9 million

AFTER-TAX IRR 44 % 53 %

(*)Tonnage and grade take into account the mining dilution and recovery

PROJECTS PORTFOLIO EXPLORATION PROJECTS

www.cecorp.ca

OUR PROJECTS (continued)

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QUEBEC Rare Earth Quebec | 100% Ownership

Up to 4.06% TREE, 2,100 ppm Ta2O5

and 2.63% Nb2O5

ROCKY MOUNTAIN Rare Earth British Columbia | 100% Ownership of 7 early stage

properties

Discovery of new in situ high grade grab

samples with up to 12.63% TREO, 4.97%

Niobium and 62 900 ppm Molybdenum, 166 g/t

silver and 181 ppm Tantalum mineralization at

Trident-Kin

PROJECTS PORTFOLIO EXPLORATION PROJECTS

TANTALUM, LITHIUM, RARE EARTHS