Conversion of Securities

Critical Mineral Resources PLC, the exploration and development company focused on critical metals and minerals in Morocco is pleased to announce the capitalisation of loan notes and the issue of capital. The details are set out below.

Purchase of Loan Notes and Issue of Equity

The Company confirms that it has entered into an arrangement with the holders of convertible loan notes constituted on 16 July 2024. Under the terms of the settlement deed Mr. Dominic Traynor, a director of the Company will purchase from the loan note holders £237,482.52 (the balance due under the loan notes) in consideration, the loan note holders will be paid £237,482.52 in cash (the "Acquisition").

In accordance with the terms of the Convertible Loan Notes, Mr Dominic Traynor, a director of the Company will convert the loan balance into 20,459,728 new ordinary shares of £0.01 each and the remaining 1,129,592 treasury shares (the "Conversion Shares") at a conversion price of 1.1p per share (the "Conversion").

Following admission of the Conversion Shares, Mr. Traynor has agreed to sell the Conversion Shares to investors arranged by the Company, at the same price per share as the Conversion, being 1.1p (the "Placing"), for a gross consideration of £237,482.52. Completion of the Conversion is conditional on, inter alia, the Conversion Shares being admitted to trading on the London Stock Exchange on or around 28 March 2025 ("Admission").

Admission

Application has been made for the Conversion Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange, and Admission of the Conversion Shares is expected to occur on 28 March 2025. The Conversion Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the enlarged issued share capital of the Company will be 135,391,499 ordinary shares of 1p each. Each ordinary share carries the right to one vote. The Company no longer holds any shares in treasury.

The 135,391,499 number may be used by shareholders for determining if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.