Final Results

Critical Metals plc ("Critical Metals" or the Company"), an investment company established to target opportunities in the critical and strategic metals sector, announce its Final Results for the year ended 30 June 2025.

A copy of this announcement and the Annual Report for the year ended 30 June 2025 will be made available on the Company's website at: www.criticalmetals.co.uk.

Highlights

• Appointment of Mr Jean Pierre Tshienda as Executive Director of the Company and Director General for the AMK subsidiary, taking direct responsibility for the DRC operations with a remit to reduce costs and improve efficiency.
• Completion of the rehabilitation of the 28 kilometre public road leading to the Molulu Project
• Restructuring and the introduction of cost reductions measures, including voluntary salary reductions at the subsidiary and executive levels.
• Post period

o NIU Invest SE ("NIU") increased its shareholding in the Company to 69.62%, reflecting strong confidence in the Company's strategy and future growth potential.

o Strengthened the board with the appointment of Mr Ali Farid Khwaja, as Chief Executive Officer - following the resignation of Mr Russell Fyer in September 2025, Mr Kelvin Williams as Non-Executive Chairman, Mr Danilo Lange, as Chief Operational Officer, and Ms Selina Hays and Mr Kristofer Tremaine, as Non-Executive Directors.

The company is now focused on:

o Strengthening geological data analysis at the Molulu Project to deliver a resource estimation and;

o Initiate a Preliminary Economic Assessment ("PEA") to evaluate project viability and future development, subject to the results.

• Cash at bank and in hand as at 30 June 2025 of £7,167 (2024: £61,116)

Mr Ali Farid Khwaja, CEO of Critical Metals said:

"We are grateful for the support of our shareholders and creditors during , what has been a challenging period. However, I am excited to have joined the Company at a pivotal time, as global governments increasingly recognise the value of critical metals and the importance of diversifying supply chains away from reliance on China. The Molulu project holds significant potential, and we remain focused on unlocking its value while exploring additional opportunities in the critical metals sector both in the DRC and beyond."

The Company has applied to the Financial Conduct Authority (FCA") for the re-instatement of its shares to trading.

In the Chairman's Statement that accompanied the interim results to December 2025, it was noted that the Board made the decision to temporarily halt exploration mining activities at Molulu in the Democratic Republic of the Congo ("DRC") to evaluate planned drilling targets with the aim of establishing a deeper understanding of the copper zones and fault areas. Delays in closing the share restructuring through Fundraise and debt conversion, which were essential for CRMT, until August 2025 also further delayed exploration mining activities on site at Molulu.

During this period, the Company has been actively engaged in cost reductions and efficiency drives to reduce costs through 2024 and well into 2025. In addition to the voluntary salary reductions of 25% at the executive level and at subsidiary levels carried out from October 2024, the salary of the CEO was reduced by a further 8% from May 2025. The workforce on site, including technicians, was reduced and amenities curtailed.

As announced, Jean Pierre Tshienda took up the post of Executive Director from mid-December and was appointed Director General for the AMK subsidiary, taking direct responsibility for the DRC operations and company with a remit to reduce costs and improve efficiency, reporting to the CEO. Mr Tshienda has been based in the DRC since January 2025 and has established close relations with senior politicians and mining bodies that has enhanced our understanding of the country and its operations and provided a full hands-on approach.

We were pleased to announce that all conditions related to the Fundraise had been satisfied and as at 8.00 a.m. 8th August 2025 shares were admitted to trading on the Equity Shares (transition) category of the Official List and the Main Market of the London Stock Exchange ("Final Admission"). The 66,830,847 Ordinary Shares includes the Ordinary Shares issued to NIU in respect of the conversion of sums owed under the September 23 Facility Agreement, Bridge Convertible Loan Note (CLN), and December Bridge CLNs ("NIU Debt Shares") and the new Ordinary Shares issued in respect of the Subscription.

Following Final Admission, there are 101,763,526 Ordinary Shares of £0.0005 each in issue comprising 6,738,968 New Ordinary Shares that existed immediately prior to the publication of the Prospectus ("Existing Shares"), 28,193,711 New Ordinary Shares issued in respect of the April CLNs, Baobab loan and the Deferred Consideration and 47,824,100 Ordinary Shares issued pursuant to the Subscription ("Subscription Shares") and 19,006,747 Ordinary Shares issued in respect of sums owed under the September 23 Facility Agreement, Bridge CLNs and December Bridge CLNs.

Pursuant to the terms of the NIU September Bridge Subscription Letter, the Company agreed to issue 1,210,000 warrants over New Ordinary Shares at an exercise price of £0.05 per New Ordinary Share exercisable for 5 years from grant. This was in addition to the 610,000 warrants over New Ordinary Shares already granted to NIU. Following the completion of Subscription and the issue of the NIU Debt Shares, NIU now holds 61,402,390 New Ordinary Shares representing 60.34% of the issued share capital. When this is combined with the NIU Warrants, NIU had an interest in 63,222,390 New Ordinary Shares representing 60.70% of the fully diluted issued share capital of the Company. Subsequent to this, NIU further increased its shareholdings in the Company to 70,846,900 shares or 69.62%.

As a result of the restructuring, we can proceed with our plans to strengthen our geological data analysis within the Molulu project to provide a Resource Estimation. Depending on these results the company will initiate a preliminary economic assessment to evaluate viability and further development. The Company will also renew the collection and transportation for processing the low-grade ore deposits on site and from artisan mines within the local area on a greater scale than previous and again utilise the 28 kilometre public road from Molulu that was rehabilitated in 2024 by CRMT.

Looking Ahead

The Board appreciates the support the Company has received from its shareholders and creditors during what can only be called a very difficult period. We have said all along that the Molulu site has much to offer, and we are pushing ahead to release its potential.

In addition, to our focus on Molulu, the Company considers that other mining opportunities are evident, particularly with the increased worldwide demand for critical metals, in DRC and elsewhere. To build shareholder value and greater cash liquidity in the company, we must identify revenue generating targets that can enhance the capabilities of CRMT in the short as well as long run.

The Company will look to raise additional funds to acquire facilities in the critical metals sector in the DRC and elsewhere and to support working capital requirements for the increased activity. Whilst operational progress during the period has been slower than anticipated, we have taken decisive steps to manage costs effectively and ensure we are well-prepared for future activity.

We remain committed to corporate governance, risk mitigation, and regulatory compliance in the DRC. cent challenges, including creditor pressures and operational disruptions, underscore the importance of a robust governance framework and proactive risk management.

Finally, I would like to extend my sincere gratitude to our shareholders, employees, and stakeholders for their continued support and extreme patience. We look forward to providing further updates as we work towards stabilising operations, securing funding, and building shareholder value.

Kelvin Williams

Non-Executive Chairman

Strategic Report

Fair review of the business

The Company was incorporated on 30 May 2018 with a view to undertaking acquisitions of a target company or business within the natural resources development and production sector. During the year, the Group continued to focus on advancing the Molulu Project in the DRC, in which the Group holds a 70% interest. Significant progress was made on development planning, site preparation, and operational readiness, with management's near-term objective being to move the project into production.

In addition to Molulu, the Board continued to review potential complementary investment opportunities within the sub-Saharan African region, though these are expected to be progressed only once Molulu is cash-generative. The Group maintained a tight control over costs and ensured that funding was directed primarily toward activities expected to add value to the Molulu Project.

The Board remains focused on delivering the first phase of production, strengthening the Group's operational capability in-country, and positioning the Company for future growth and additional project acquisitions once sustainable cash flows have been established

Principal risks and uncertainties

There are a number of risks associated with newly listed entities focused in the natural resources sector, particularly in Africa. The Board regularly reviews the risks to which the Group is exposed and endeavours to minimise them as far as possible. The following summary, which is not exhaustive, outlines some of the risks and uncertainties facing the Group:

Commercialisation of the project and revenue generation

Generally, the business of exploration, development and exploitation of minerals and mining involves a high degree of risk. Whilst the Directors believe the Group has identified potentially economically recoverable volumes of minerals at the Project, which can be brought into production relatively quickly, there can be no certainty this will be the case or that any minerals produced will be of the desired quality.

This is because there is insufficient data to verify that the Project contains a concentration or occurrence of minerals in such mineralised system, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. Therefore, there is no certainty as to the size or quality of the ore body at the Project. Although the Group plans to fund further exploration of the Project, there is no certainty that this will be successful or that this will result in a JORC (Joint Ore Resource Committee) mineral resource or that the Group will be able to locate Copper and/or Cobalt deposits that can be economically extracted.

Price fluctuations in the value of the underlying commodity

The Group's potential future revenues are likely to be derived indirectly mainly from the sale of copper and/or cobalt ore. Consequently, the Group's potential future earnings will likely be closely related to the price of copper and cobalt. Although recovered now, copper and cobalt prices slumped by 30 and 21 per cent, respectively, between 2014 and 2016. Copper and cobalt prices fluctuate and are affected by numerous industry factors including demand for the resource, forward selling by producers, production cost levels in major producing regions and macroeconomic factors, e.g., inflation, interest rates, currency exchange rates, and global and regional demand for, and supply of, copper and cobalt.

The low fixed costs of the Project allow the group to pause production if there are negative fluctuations in the copper / cobalt prices.

In country infrastructure risks

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, landing strips, power sources, and water supply are important determinants, together with their permitting and ongoing maintenance, all of which affect capital and operating costs. The Molulu Project is approximately 100 kilometres north of Lubumbashi City, where the nearest smelters and international airport are located. During the year the Group completed a 28km road upgrade to support traffic in all weather conditions.

Political risk

The majority of what is now DRC was controlled from mid-1960's until the mid-1990's by President Mobutu who was deposed in the mid-1990s. Following President Mobutu's departure there was a period of political upheaval and civil war that lasted until the early 2000's. Therefore, DRC is a relatively young democracy, which may make it less stable.

Environmental risk

The Group's project is expected to have an impact on the environment, particularly in cases of advanced exploration or as mine development proceeds, production sites and plants. Its activities are or will be subject to in-country national and local laws and regulations regarding environmental hazards.

During the year, there was limited site activity at the Molulu Project, and as such, no additional environmental clearances were required beyond those already obtained for the first phase of the project. The Group remains committed to maintaining compliance with applicable environmental regulations and will continue to strengthen its environmental management processes to ensure they are appropriate for the transition into production. Development of a formal rehabilitation and environmental improvement plan is expected to commence as operational activity increases.

Competition risk

For a small-scale new entrant copper producer in the DRC, competition risk presents a significant challenge in the highly competitive global copper market. With an increasing number of international mining companies and large-scale producers operating in the region, the DRC's small-scale copper producers face intense competition, leading to potential pricing pressures and market share erosion.

Key staff risk

Due to the small size of the Group the loss of key officers or employees could adversely impact the Group's operations. The Group has mitigated this risk factor by engaging in various third party service providers who are able to increase resources if required.

Availability of utilities

There is no grid power availability at the Group's Molulu project and it relies on its own sources for power generation for its operations. Breakdowns in this may adversely effect its production. The Group has set up its own solar power generation to provide an alternate power source to diesel based power generation. The Molulu project also has access to natural water sources across the project area.

Capital and funding risk

The Group may need additional capital for meeting its working capital needs and for creating additional capacities. There can be potential risks in raising equity and debt capital for development of its projects.

Key performance indicators

The key performance indicators of the Group are set at below:

Gender analysis

A split of the Company's employees and directors by gender during the year is shown below:

Corporate social responsibility

We aim to conduct our business with honesty, integrity, openness, while respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular, and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

Task Force On Climate-Related Disclosure (TCFD)

Following the acquisition of the Madini Group in September 2022, the Group commenced small-scale pre-production operations at the Molulu Project. The Group had intended to assess its exposure to climate-related risks and develop its sustainability framework during 2024. However, due to delays in progressing the Molulu Project to full production, it was considered not yet appropriate to undertake a detailed assessment at this stage, given the limited level of operational activity.

Accordingly, the Group has not made disclosures consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD"), as required under Listing Rule 14.3.27R. The principal reason for this is that the Group's operations remain at an early stage of development, and the Board considers that meaningful disclosure will only be possible once production activity has commenced.

The Group will review its position again during 2025, with a view to developing an appropriate climate risk assessment and sustainability framework as operations advance. Climate change was therefore not considered a principal risk or uncertainty for the year ended 30 June 2025.

Greenhouse Gas (GHG) Emissions

Current UK based annual energy usage and associated annual GHG emissions are reported pursuant to the Companies and Limited Liability Partnerships Regulations 2018 that came into force 1 April 2019. Energy use and associated GHG emissions are reported as defined by the operational control approach. The minimum mandatory requirements set out in the 2018 Regulations requires reporting

of UK based energy use and emissions. The Group has a small carbon footprint in the UK as most of the directors work from home or in shared office space. As a result, the energy usage in the UK is below 40,000KWH and therefore Greenhouse gas emissions, energy consumption and energy efficiency disclosures have not been provided in the Annual Report.

The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, given the very limited nature of its operations during the period under review, it has not been practical to measure its carbon footprint. In the future, the Group will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers and purchasers of the Group's products cannot be measured practically.

We have held early-stage discussions with experts in the measurement of GHG at mining properties and continue to have further discussions now that our first acquisition has been completed.

Furthermore, we are investigating the most efficient avenue to install renewable energy systems in the effort to decrease the future use of diesel or oil fuels.

We strive to create a safe and healthy working environment for the well-being of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Group.

We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Group and their own potential.

Our goal is to hire as many DRC citizens as possible and not rely on ex-pat labour. In the early stages of mine development, the overwhelming majority of the mining team are DRC citizens, with only five ex-pats positions allocated in the employment roster.

Section 172 Statement

Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Group for the benefit of the Group's members as a whole. This section specifies that the Directors must act in good faith when promoting the success of the Group and in doing so, have regard (amongst other things) to:

Consider the likely consequences of any decision in the long term

The Group continues to advance its stated aim of developing the Molulu project into a producing mine site. During the year the Group completed several capital projects to further this aim.

Consider the interests of the Company's employees

The Group currently provides employment (on a contractual basis) for workers in the DRC. Only the Directors are based outside the DRC. It is committed to the fair and ethical treatment of all of its staff and has implemented training programmes to ensure it creates a local workforce for the future.

Foster the Company's business relationship with suppliers, customers and others

In order to progress the Molulu Project, the Group is reliant on the support of its key suppliers (suppliers of earthmoving and excavation equipment, drilling contractors, suppliers of local equipment and materials, food and provisions and security). It is therefore a key part of the Group's strategy to develop these relationships to ensure the Group maintains a strong and secure relationship with these suppliers.

Consider the impact of the Company's operations on the community and environment

The Group is aware of the potential impact that its operations may have on the environment and local community. Through our operations we have supported the Molulu community, including buying much of the food consumed at the camp from local people, as well as providing Molulu workers with a competitive wage. In addition, your Group is actively interacting with the local Chiefs to build a school accessible to children in the villages surrounding Molulu along with rehabilitating the road and bridge that leads into the property, which is also used by the local community members. The board is committed to further developing this relationship for the better of all parties involved.

Maintain a reputation for high standards of business conduct

The Group has established a number of policies and procedures and continues to develop these as it grows. Where possible, given the infancy and current size of Group, it looks to follow the QCA rules on corporate governance as disclosed in the Corporate Governance Statement which is included in this set of report and accounts.

Consider the need to act fairly as between members of the Group.

As at 30 June 2025 the Directors held circa 15.14% of the Company with no other shareholder owning more than 10%. Subsequent to year end the Group had a capital restructure and as a result one investor holds approximately 69% of the Group's shares with the remainder held by a diverse range of individual and corporate shareholders. The Board is mindful of its responsibility to act fairly between all shareholders, including minority investors and will consider all shareholders when consider material decisions.

Conclusion

The Directors believe that to the best of their wisdom and abilities, they have acted in the way they consider prudent to promote the success of the Company for the benefit of its members as a whole, in the true spirit of the provisions of Section 172 (1) of the Companies Act 2006.

On behalf of the board

Ali Farid Khwaja

Chief Executive Officer

CRITICAL METALS PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICAL METALS PLC

FOR THE YEAR ENDED 30 JUNE 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICAL METALS PLC

Opinion

We have audited the financial statements of Critical Metals Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion, the financial statements:

• the group and parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and

Basis for opinion

Material uncertainty related to going concern

We draw attention to note 2.2 in the financial statements, which indicates that the group and parent company have had recurring losses since incorporation, and its continuation as a going concern is dependent on the group's ability to successfully fund its operations by generating sufficient cashflow from operations and will need to raise additional funding within twelve months from the date of approval of the financial statements in order to fund its ongoing working capital requirements. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

• Obtaining management's cashflow forecasts which extended for a period up to 30 November 2026;
• Comparing the actual results to historical forecasts to determine accuracy of forecasting;
• Challenging management's key assumptions and inputs and performing sensitivity analysis thereon;
• Assessing post balance sheet events, including a review of minutes of the board meetings, which could impact the group's ability to continue as a going concern;
• Obtaining details of the latest cash position post year end;
• Evaluating external information (i.e., letters of intention to support the group from the largest shareholder (NIU) and engagement of brokers to support the forthcoming fundraises) which could impact the going concern assumptions and;
• Reviewing the disclosures surrounding going concern were clear and accurately reflected the consideration management have given to going concern.

Our application of materiality

The overall materiality applied to the group financial statements was set at £83,000 based on 2% of the group's gross assets (2024: £92,000). The overall materiality applied to the parent company financial statements was set at £58,000, based on 2% of the parent company gross assets and capped to the component materiality allocated to the parent for purposes of the group audit (2024: £45,000). In determining the group and parent company overall materiality we used our professional judgement and determined gross assets to be the principal benchmark within the financial statements as the group is not yet revenue generating, and the group and parent company assets are one of the key metrics to stakeholders.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, class of transactions and disclosures. The performance materiality for the group was set at £58,000 (2024: £64,400) and £40,600 (2024: £31,500) for the parent company, being 70% (2024: 70%) of overall materiality for the financial statements as a whole.

In determining performance materiality, we considered the following factors: the level of misstatements in the prior periods, the level of judgement required in respect of the key accounting estimates, the control environment and our overall risk assessment.

There was one material component of the group, excluding the parent company, which was audited with a performance materiality of £34,800 (2024: £60,900), based on allocated materiality for the purposes of the group audit.

We agreed with the audit committee that we would report all audit differences identified during the course of our audit in excess of £4,100 (2024: £4,600) for the group and £2,900 (2024: £2,250) for the parent company level, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We applied the concept of materiality in planning and performing our audit and in evaluating the effect of misstatement. No significant changes have come to light during the audit which required a revision of our materiality for the financial statements as a whole.

Our approach to the audit

Our audit is risk based and is designed to focus our efforts on the areas with the greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size.

As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we focused on areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. These areas of estimate and judgement included:

• the recoverability of the development asset; and
• the recoverability of intercompany receivable to the mining subsidiary, as the future development of the mining results are inherently uncertain.

We also addressed the risk of management override of internal controls, including among other matters consideration of whether there is evidence of bias that represented a risk of material misstatement due to fraud.

The scope of our audit was based on the significance of component's operations and materiality. Each component was assessed as to whether it was significant or not to the group by either their size or risk.

The subsidiary Amani Mining Katanga SA (AMK) has been assessed as material component of the group. The key balance held within this entity is the development asset.

The audit of the group and parent company were principally performed in London, conducted by the group audit team, utilising a team with specific experience of auditing mining exploration entities and publicly listed entities.

Key audit matters

Recoverability of development asset (group) (notes 2.6, 2.13 and 10) [Valuation]

Intercompany receivable recoverability (Parent Company) (notes 2.9, 2.13 and 12) [Valuation]

Other information

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

Auditor's responsibilities for the audit of the financial statements

We obtained an understanding of the group and parent company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and industry research.

• We determined the principal laws and regulations relevant to the company in this regard to be those arising from the:

o Companies Act 2006;

o Listing Rules;

o Disclosure and Transparency Rules;

o Quoted Companies Alliance Code (voluntary adoption);

o Anti -Bribery legislation;

o The Money Laundering and Terrorist Financing (Amendment) Regulations 2019;

o The operating terms set out in the Small Mine Exploitation Permit in the Democratic Republic of Congo (DRC)

o Local industry regulations in the DRC; and

o Local tax in the UK and the DRC.

o Reviewing of legal expenses

o Conducting enquiries of management;

o Reviewing board minutes and other correspondence from management;

o Reviewing RNS publications;

o Incorporating unpredictability in the audit procedures around payments made the entities operating in the DRC.

· We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key management judgements could include management bias. The potential for bias was identified in relation to classification and valuation of development assets and the intercompany receivable recoverability within the parent company's statement of financial position. We addressed these items as outlined in the Key Audit Matters section. Audit procedures were performed in this regard to review and challenge management's impairment and fair value assessments.

Other matters which we are required to address

We were appointed by Board of Directors on 19 June 2020 to audit the financial statements for the period ending 30 June 2020 and subsequent financial periods. Our total uninterrupted period of engagement is 6 years, covering the period ends 30 June 2020 to 30 June 2025.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

Hannes Verwey (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025

The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a profit and loss account has not been presented for the Company. The Company's loss for the financial period was £1,170,896 (2024: £1,102,184).

The accompanying notes form are integral part of these consolidated financial statements

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025

The accompanying notes are integral part of these consolidated financial statements.

The financial statements were approved by the board on 7 November 2025 and were signed on its behalf by:

Ali Farid Khwaja

CEO

CRITICAL METALS PLC PARENT COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025

The financial statements were approved by the board on 7 November 2025 and were signed on its behalf by:

Ali Farid Khwaja

CEO

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025

CRITICAL METALS PLC PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF CASHFLOW FOR THE YEAR ENDED 30 JUNE 2025

There were the following material non-cash transactions in the year:

• Accrued interest expenditure of £266,039; and
• Issue of £342,520 of warrants as part of the convertible loan note financing.

The accompanying notes are integral part of these consolidated financial statements.

CRITICAL METALS PLC PARENT COMPANY STATEMENT OF CASHFLOW FOR THE YEAR ENDED 30 JUNE 2025

There were the following material non-cash transactions in the year:

• Accrued interest expenditure of £216,917 and
• Issue of £342,520 of warrants as part of the convertible loan note financing

The accompanying notes are integral part of these consolidated financial statements.

General Information

Critical Metals plc and its subsidiary (the "Group") looks to develop its existing asset and identify other potential companies, businesses or asset(s) that have operations in the natural resources exploration, development and production sector.

The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is The Broadgate Tower, 20 Primrose Street, London UK, EC2A 2EW. The Company's registered number is 11388575.

Accounting policies

The principal accounting policies applied in preparation of these consolidated financial statements ("financial statements") are set out below. These policies have been consistently applied unless otherwise stated.

2.1. Basis of preparation

The financial statements for the period ended 30 June 2025 have been prepared by Critical Metals Plc in accordance with UK adopted International Accounting Standards ("IFRS") and with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the parent company is Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of its main subsidiary is US Dollars (USD) as this is the currency that mainly influences labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is the most relevant presentational currency for users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out below.

2.2. Going concern

The Group commenced mine development and processing operations at the Molulu project in the final half of the 2022 financial year, which were halted during the current financial year to continue its exploration activities, along with major improvement works being made on the road to and from Molulu. The Group expects its first sales to occur in mid 2026.

The Group's financial statements have been prepared on the going concern basis, which contemplates that the Group will be able to realize its assets and discharge liabilities in the normal course of business. Despite this, there can be no assurance that the Group will either achieve or maintain profitability in the future and financial returns arising there from, may be adversely affected by factors outside the control of the Group.

The Group has had recurring losses since incorporation, and its continuation as a going concern is dependent on the Group's ability to successfully fund its operations by generating sufficient cash flow from operations and where required obtaining additional financing from equity injections and / or the raising of cash through bank loans or other debt instruments, to meet any working capital deficits and fund the Group's exploration activities and new mine developments.

This indicates that a material uncertainty exists that may cast significant doubt over the Group's ability to continue as a going concern and therefore their ability to realise their assets and discharge their liabilities in the normal course of business.

Whilst acknowledging this material uncertainty, the directors consider it appropriate to prepare the consolidated financial statements on a going concern basis for the following reasons:

• Subsequent to year end the Group converted the majority of its debt into ordinary shares in the Group;
• The Group has entered into a debt facility with its majority shareholder with the ability to draw down on $500,000 USD to fund operations
• The Group has no committed exploration expenditure on its granted mining licenses at Molulu and has the ability to reduce all spend in the event that it needs to conserve cash balances; and
• The Group's Board of Directors have significant experience in the debt and equity capital markets and specifically have a successful track record in funding mining operations, new mine development and exploration activities and are further considered capable of securing ongoing debt and equity capital financing for the Group.

The consolidated financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

The auditors have made reference to going concern by way of a material uncertainty within the financial statements.

2.3. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions. A material amount of cash and cash equivalents is held with alternative financial institutions. These funds are fully unrestricted and are held on behalf of the institutions with reputable banks.

2.4. Foreign currency translation

2.5. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June each year. Per IFRS 10, control is achieved when the Company:

• has the power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affects its returns.
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and

2.6. Property, Plant & Equipment

Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses. Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using the straight-line method, on the following bases:

A lease liability is recognized in accordance with requirements of IFRS 16. It requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. As at 30 June 2025 the Group has not entered into any leases with a term greater than 12 months.

Exploration and evaluation

Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the cost of acquisition by the Group of rights, licences and other associated items. Such expenditure requires the immediate write-off of exploration and development expenditure that the Directors do not consider to be supported by the existence of commercial reserves.

All costs associated with mineral exploration and investments, are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses, but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established. If an exploration project is successful, the related expenditures will be transferred to "mining assets" and amortised over the estimated life of the commercial ore reserves on a unit of production basis.

Exploration and evaluation assets shall no longer be classified as such when the technical feasibility and commercial viability of extracting mineral resources are demonstrable. When relevant, such assets shall be assessed for impairment, and any impairment loss recognized, before reclassification to "Mine development".

Mine development

Mine development costs are included within property, plant and equipment. These costs include the costs attributable to the establishment of mining and processing operations, groundworks and site preparation.

Whilst the mine is under development no depreciation will be recognised until such time that production commences.

Work in progress

Work in progress represents costs incurred on assets that are under construction or development and are not yet available for their intended use. Such costs are capitalised as part of property, plant and equipment and will be transferred to the appropriate asset category once the asset is completed and ready for use. No depreciation is charged on work in progress until the relevant asset is brought into use.

2.7. Investment in subsidiary

The consolidated financial statements incorporate the results of subsidiaries using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

2.8. Borrowings

Borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial recognition of the loan note.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period

Convertible loan notes classified as financial liabilities and borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial recognition of the loan note.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period.

2.9. Trade and other receivables

2.10. Financial instruments

Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI or through profit or loss);
• those to be measured at amortised cost; and
• those to be measured subsequently at fair value through profit or loss.
• Recognition
• Measurement

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Equity instruments

The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Impairment

2.11. Equity

Share capital is determined using the nominal value of shares that have been issued.

Retained losses includes all current and prior period results as disclosed in the income statement.

2.12. Taxation

2.13. Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for revenues and expenses during the period and the amounts reported for assets and liabilities at the balance sheet date. However, the nature of estimation means that the actual outcomes could differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The significant accounting judgements and key sources of estimation uncertainty affecting the Group are disclosed below.

Estimates

Development costs recoverability

The Group's development assets constitute a major component of the consolidated statement of financial position, requiring management and the Directors to assess, under IAS 36, whether any impairment indicators suggest a potential decline in their carrying value. This process involves substantial judgment and estimation, creating a risk that impairment evaluations may not be accurately performed, potentially leading to material overstatement of asset values.

Intercompany receivable recoverability

The carrying amount of the intercompany receivables represents the most material portion of the Company's total assets and therefore the Company assesses at each reporting date whether there is any objective evidence that loans to subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required to determine future credit losses over the 12 month period of life time of the loan.

Judgements

Classification of costs and valuation of development costs

Expenditure on exploration and evaluation activities is reclassified from Exploration and evaluation assets to Development assets when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. This assessment typically occurs when a decision to develop the project has been made by the Directors, supported by sufficient evidence and the necessary funding or agreements are in place to progress further development.

New standards and interpretations not yet adopted

The directors are evaluating the impact that these standards may have on the financial statements of Group.

Segmental analysis

The Group has two reportable segments, Mining and Corporate, which are the Group's strategic divisions. For each of the strategic divisions, the Board reviews internal management reports on a regular basis.

The Group's reportable segments are:

Mining: the mining operating segment is presented as an aggregate of all the DRC related activity and the associated Mauritian holding companies.

Corporate: the corporate segment is the UK head company and the costs in respect of managing the Group. This includes the cost of director share options granted by the Company.

The Group generated no revenue during the year ended 30 June 2025 (2024: £nil).

Segmental results are detailed below

Other comprehensive incomE

Items credited/(charged) to the other comprehensive income line of the statement of comprehensive income relate to the translation of foreign operations. The corresponding movement is offset against the foreign exchange reserve in the statement of financial position.

Employees

The average number of persons employed by the Group (including directors) during the period ended 30 June 2025 was:

The charge / credit for the year is made up as follows:

The weighted average applicable tax rate of 24.7% (2024: 24.7%) used is a combination of the 25% standard rate of corporation tax in the UK (2024:25%), 28% standard rate of corporation tax in the DRC (2024: 28%) and nil corporation tax rate in Mauritius (2024: nil).

The Company has total carried forward losses of £7,875,891 (2024: £5,852,909). The taxed value of the unrecognised deferred tax asset is £1,945,345 (2024: £1,445,669) and these losses do not expire. No deferred tax assets in respect of tax losses have not been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

EARNINGS per share

Development assets relate specifically to commercial interests held by Critical Metals PLC and its subsidiaries. The Group currently operates in 1 area of interest via its subsidiaries or commercial interests being the Molulu project in the Democratic Republic of the Congo.

The Group has begun the development of the mine site for the Molulu project. Costs relating to the physical construction of the site have been capitalised. Once the mine has been completed the amount will be amortized over the mine life of the area.

There is no property, plant and equipment at the Company level.

TRADE AND OTHER RECEIVABLES

Intercompany receivables represent an intra-group loan facility from Critical Metals PLC to its subsidiary Critical Metals Mauritius Ltd. The loan is denominated in USD and attracts interest at 8% per annum. The loan becomes repayable when the excess cashflows from operations exceed a certain threshold agreed upon by both parties.

The Group has recognised a loss of £Nil in the profit or loss in respect of the expected credit losses for the year ended 30 June 2025 (2024. £nil).

Cash at bank and in hand

As at 30 June 2025, the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:

Deferred consideration relates to $505,764 (2024: $505,764) USD payable for the acquisition of the Madini Group. As at report date the amount has not been paid. Subsequent to year end the amount was paid via the issue of 42,300,000 ordinary shares at 2p per share.

Borrowings

1- Borrowings consist of an $800,000 (£843,351) USD loan to Madini Occidental from Baobab investments LLC, an entity controlled by the CEO Russell Fryer. Refer to note 22 for further information. During the year the total interest cost recorded through the profit and loss was

2- £49,121. Subsequent to year end the full loan amount including accrued interest was settled for

3- $800,000 via an issue of ordinary shares in the Company.

4- Borrowings relate to the unsecured facility of up to US$3.0 million at a fixed 15 percent coupon. By 30 June 2024 the Group had drawn US$650,000, repaid US$100,000, and transferred US$80,000 into the convertible loan facility. During October 2024 the loan was novated to a new party at an agreed rate of $645,000. Per the terms of the agreement default interest began accruing at Barclays base plus 5 percent. In August 2025 the facility was fully settled as part of the equity fundraising and readmission, with new shares issued to extinguish the remaining balance.

5- The Convertible Loan Note (CLN) issued by Critical Metals PLC involves a principal amount of

6- £1,603,600 with a fixed interest rate of 10% per annum repayable on 9th April 2025. During the year the conversion date was extended to July 2025 where the full amount was converted into ordinary shares in the Company. £124,379 of interest was recorded through the profit and loss in the current year. The notes are to be redeemed after one year unless converted into ordinary shares at a specified conversion price upon a Conversion Event. The CLN is unsecured and ranks equally with other unsecured obligations.

7- In September 2024, the Company entered into a bridge loan agreement with NIU Invest SE for up to £455,000 of unsecured convertible loan notes carrying interest at 1% per month, repayable or convertible by 9 April 2025 at the lower of the next equity issue price or a 20 percent discount to the prevailing market price, together with 18,200,000 warrants as set out in note 18. The warrants were valued using a black-scholes technique. A second bridge facility was executed in December 2024 for £173,913, also unsecured and non-interest-bearing, convertible into ordinary shares at the lower of £0.02 per share or the lowest issue price prior to conversion. Subsequent to year end the outstanding balances and any associated conversion rights fully settled through the issue of new ordinary shares as part of the July 2025 recapitalisation and admission to the main market.

8- In March 2025, the company entered into formal loan agreements with Orana Corporate LLP (£34,230), Former Director Russell Fryer (£66,664) and former director Anthony Eastman (£16,374) to document outstanding creditor balances arising from accrued director and advisory fees. Each facility was made effective from 1 January 2025, was unsecured, and carries interest at 15 percent per annum, repayable in full within 16 months of the agreement date. The lenders may, at their discretion, elect to settle repayment through the issue of ordinary shares at 80 percent of the 10-day volume-weighted average market price immediately preceding conversion.

Share capital and share premium

The fair value of the services received in return for the warrants granted are measured by reference to the fair value of the warrants granted. The estimate of the fair value of the warrants granted is measured based on the Black-Scholes valuations model. Measurement inputs and assumptions are as follows:

During the year the Company extended the exercise period of all outstanding warrants along with the exercise repricing of certain warrants.

On 4th August 2025 shareholders voted to consolidate the share capital of the Company on a 10:1 basis.

Risk Management

General objectives and policies

The overall objective of the Board is to set policies that seek to reduce as far as practical without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are:

Policy on financial risk management

The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables, loan notes and trade and other payables. The Group's accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 1 - "Accounting Policies".

Derivatives, financial instruments and risk management

Foreign currency risk management

The scope and level of operations that the Group is undertaking has increased in the current year and will continue to increase in years to come. With the acquisition of an asset based in the Democratic Republic of Congo the Group will also increase its exposure to foreign currency risk. Despite the increase in exposure the directors believe that it is within a reasonable threshold that it does not materially adversely affect the operations of the Group and hence they have not entered into any strategies to mitigate the risk at this stage. In the current period the impact of foreign currency movement is limited to the impact it has on the relatively small denominations of currency that the Group holds in foreign currencies.

Credit risk

The Group applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. Receivables are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. The impact of expected credit losses was immaterial.

The Group's principal financial assets are cash and cash equivalents, loan notes and trade and other receivables. Cash equivalents include amounts held on deposit with financial institutions.

No financial assets have indicators of impairment.

Borrowings and interest rate risk

The Group currently has four separate debt facilities as at 30 June 2025 refer to note 16 for further details. The Group's principal financial assets are cash and cash equivalents, loan notes and trade and other receivables. Cash equivalents include amounts held on deposit with financial institutions. The effect of variable interest rates is not significant as each facility has a fixed interest rate over the term of the loans.

Liquidity risk

During the period ended 30 June 2025 and year ended 30 June 2024, the Group was financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as short-term cash deposits in Sterling.

The maturities of the cash deposits are selected to maximise the investment return whilst ensuring that funds will be available as required to maintain the Group's operations.

The table below shows the undiscounted cash flows on the Group's financial liabilities on the basis of their earliest possible contractual maturity.

For the Group:

Capital management

The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes of equity.

FINANCiaL ASSETS AND FINANCIAL LIABILITIES

For the Group:

Material non-cash charges for the year include a) £ 266,039 of accrued interest; b) £117,268 relating to the conversion of trade creditors into loans and c) (£83,983) of foreign exchange difference on borrowings.

Material non-cash charges for the year are £158,682 of accrued interest expense and £11,244 of finance charges.

For the Company:

Material non-cash charges for the year include a) £216,917 of accrued interest and b) £117,268 relating to the conversion of trade creditors into loans.

Material non cash charges for the year are £109,984 of accrued interest expense and £11,244 of finance charges.

Related party transactions

Details of directors' remuneration during the year are given in Directors' Report.

Loan to Baobab Asset Management LLC

As part of the acquisition of Madini Occidental the Group acquired a $800,000 USD loan from Baobab Asset Management LLC, a company controlled by the CEO Russell Fryer, to Madini Occidental. The loan accrues interest at 6%, compounds annually and is payable on demand. As at 30 June 2025 the balance of the loan and accrued interest is $1,142,967 USD (£843,351). Subsequent to year end the loan amount was converted into shares in the Company. Refer to note 25 for further information.

Luhlaza advisory

During the year the Company paid £2,443 to Luhlaza advisory and consulting Pty Ltd, a Company related to Avinash Bisnath for consulting work.

Director Loan

To meet working capital requirements, the Company's Director, JP Tshienda, personally covered certain expenses on behalf of the Company. The amount is unsecured and carries no interest. The total balance as at 30 June 2025 is £9,564.

Deferred consideration

As of 30 June 2025, the Group owed deferred consideration of US$252,882 (approximately £210,000) to Russell Fryer, a related party, in connection with the acquisition of the Madini Group. Subsequent to year-end, this balance was settled through the issue of 2,100,000 ordinary shares at £0.02 per share as part of the Group's August 2025 recapitalisation. The transaction fully extinguished the liability owed to Mr. Fryer.

commitmentS And contingencies

There were no capital commitments or contingent liabilities at 30 June 2025 (2024: nil).

ultimate controlling party

As at 30 June 2025 there was no ultimate controlling party. Subsequent to year end due to the capital re-organisation (note 25) NIU Invest SE is considered the ultimate controlling party of the Company and holds 69.62% of the share capital.

POST BALANCE SHEET EVENTS

Issue of equity and debt conversion

In August 2025 the Company completed a number of debt conversions and new share issues as part of its recapitalisation. The Convertible Loan Notes issued in April 2025 for gross proceeds of £1,603,600 automatically converted into 17,639,600 new ordinary shares at a fixed price of £0.10 per share upon publication of the Prospectus. In addition, new equity was raised through a subscription and retail offer, comprising 47,824,100 new ordinary shares, of which 17,128,057 were issued to participating shareholders and 30,696,043 were subscribed by NIU Invest SE (NIU).

The following debt instruments held by NIU were converted into ordinary shares of the Company:

Deferred consideration arising on the acquisition of Madini Occidental SARL was settled through the issue of shares, with 2,130,000 shares at £0.10 issued to Madini Minerals and 2,100,000 shares to Mr Russell Fryer, both at the same conversion price. In addition, Baobab Asset Management LLC, an entity associated with Mr Fryer, assigned its interest in an unsecured US$800,000 loan to the Company in exchange for 6,324,111 new ordinary shares.

The Company issued 2,080,068 warrants in aggregate as part of the recapitalisation and financing arrangements. The warrants entitle holders to subscribe for new ordinary shares at an exercise price of £0.10 per share for a period of approximately two years following admission, as detailed in the warrant deeds and the Prospectus. When exercised, the shares issued under the warrants will rank pari passu in all respects with the existing ordinary shares.

Additionally, the Group settled the deferred consideration arising on the acquisition of the Madini Group through the issue of new ordinary shares. A total of 4,230,000 new ordinary shares were issued at the same conversion price used for the August recapitalisation, allocated as follows: 2,130,000 shares to Madini Minerals and 2,100,000 shares to Mr Russell Fryer. This transaction fully settles the deferred consideration previously disclosed in Note 15 (US$505,764 outstanding at 30 June 2025).

Board changes

Subsequent to year end, the Company announced changes to its Board of Directors. On 2 September 2025, Mr Russell Fryer resigned as Chairman and Chief Executive Officer. On the same date, Mr Ali Farid Khwaja was appointed as Chairman and Chief Executive Officer.

On 29 October 2025 the Board has appointed Mr Danilo Lange, as Chief Operating Officer and Ms Selina Hayes and Mr. Kriss Tremaine, as Non-Executive Directors of the Company with immediate effect. Mr Kelvin Williams, currently a Non-Executive Director of the Board will step down from his current position to become Non-Executive Chairman of the Company, with immediate effect