Strategic investment

Critical Mineral Resources plc (LON:CMRS) is pleased to announce a strategic equity investment of US$2.0 million (approximately £1.51 million) from Nebari Natural Resources AIV II, LP ("Nebari"), a fund managed by Nebari Partners, LLC., a specialist natural resources investment and finance group focused on funding mining companies through development and into production.

The investment follows a detailed investment review process and establishes Nebari as a strategic shareholder with a right of first refusal to provide construction finance for the Company's flagship Agadir Melloul copper-silver project and its future mine developments.

Highlights

• US$2.0 million strategic equity investment by Nebari at 2.0 pence per share, equal to the Company's 10-day average closing share price at the date terms were agreed.
• Proceeds to support resource definition, acquisitions, technical and development work at Agadir Melloul, and working capital.
• Nebari to hold approximately 15.2% of the Company's enlarged issued share capital, becoming the Company's second-largest shareholder alongside Gilini Holdings Ltd.

As part of the agreement, Nebari's receives the following:

• Anti-dilution (pre-emption) rights over future share issues by the Company.
• One warrant per share subscribed, exercisable at 3.0 pence (half) and 4.5 pence (half) over four years - a 50% and 125% premium to the subscription price, with potential to bring in a further £2.8 million if exercised.
• Right of first refusal to provide construction finance for Agadir Melloul and the Company's other mine developments, on market terms, providing a credible pathway to development funding while preserving the Company's ability to secure competitive financing.
• Nebari to appoint a Board observer and nominate a member of the Company's technical committee, bringing specialist mine development and financing expertise.

Strategic rationale

The significance of the investment extends far beyond the initial capital announced today. Nebari is recognised as a specialist provider of development capital to the mining sector. Its entry as a shareholder, with a right of first refusal over construction finance, gives CMR access to a partner that can fund the Company across the development cycle from equity to construction, both at Agadir Melloul and the Company's business development pipeline in Morocco.

The Nebari team and its trusted expert consultants combine project development, processing and mining operations experience, in addition to product marketing, corporate finance and transaction structuring experience. Nebari's representation on the Board (as observer) and on the technical committee will support the Company as it moves from resource definition towards development studies and production.

Charles Long, CEO of CMR, commented:

"Nebari is a specialist mining investor that backs projects and teams it believes can deliver. Its decision to invest, after a thorough review, is an important independent endorsement of Agadir Melloul and our strategy in Morocco.

A major challenge for exploration companies is financing their flagship projects into production, particularly companies whose shareholders aren't familiar with that process. We are determined to build Agadir Melloul and have a strategy which is designed to minimizes both dilution and execution risk.

Nebari's equity involvement and right of first refusal over construction finance gives us a credible funding pathway early in the Project's life, from a partner that has considerable experience investing in development and producing assets. The investment also strengthens our balance sheet as we approach our maiden Mineral Resource Estimate, an estimate that will reflect drilling across only 5% to 6% of our current project area.

With drilling ongoing, a clear route to development finance, and a growing position in one of the world's most mining friendly jurisdictions, CMR is entering its most important period of news flow to date. We warmly welcome Nebari as a shareholder and partner."

Roderik van Losenoord, Senior Managing Director of Nebari, commented:

"A partner approach is at the heart of what we do. We invest where our capital and expertise can accelerate growth and realise value, and at CMR we see the opportunity to back one of Morocco's next significant copper-silver developments. Today's equity investment is the start of that partnership and as a shareholder with the capacity to fund construction, we can support CMR from resource definition through to development.

CMR is well placed to grow into a multi-asset business in a very attractive jurisdiction, and we look forward to supporting that growth as both shareholder and financing partner."

Terms of the Subscription

Nebari has subscribed to 75,466,002 new Ordinary Shares in the Company at 2.0 pence per share (the "Subscription Shares"), raising US$2.0 million (approximately £1.51 million). The subscription price was set at the Company's 10-day average closing share price as at the date the terms were agreed, 29 September 2026.

Nebari will also be granted one warrant for every Subscription Share, being 75,466,002 warrants in total. Half are exercisable at 3.0 pence per share and half at 4.5 pence per share, at any time within four years of the date of issue. The warrants will not be admitted to trading.

The Company and Nebari have entered into an investment agreement under which Nebari has:

• the right to appoint an observer to the Board and to nominate a member of the Company's technical committee;
• pro-rata participation rights in future equity fundraisings, allowing it to maintain its percentage shareholding;
• a right of first refusal to provide construction finance for Agadir Melloul and the Company's other mine developments based on market competitive rates and structures; and
• agreed not to transfer its Subscription Shares for 12 months, subject to customary exceptions.

The net proceeds will be used to advance resource definition, acquisitions, technical and development work at Agadir Melloul and for general working capital.

Issue of Balance Conversion Shares to Gilini

The Company has issued 43,872,531 new Ordinary Shares to Gilini Holdings Ltd (the "Balance Conversion Shares"). These represent the balance of the conversion shares announced on 29 April 2026, issued following approval at the Company's annual general meeting held on 3 June 2026.

Admission and Total Voting Rights

Following this issue of shares, the Company's issued share capital will comprise 496,037,691 Ordinary Shares. The Company will make a separate announcement regarding the application for admission of the Subscription Shares and other Ordinary Shares already in issue but not yet admitted.

About Nebari Partners, LLC.

Nebari is a specialist natural resources investment and finance group providing financing solutions to mining companies and projects through development and into production. Its leadership team has deep experience with leading global mining companies and financial institutions, spanning mining operations, project development, corporate finance and investment management.