Issue of Convertible Loan Notes

Critical Metals plc (LSE:CRTM), a mining company established to acquire mining opportunities in the critical and strategic metals sector, currently developing the Molulu Copper/Cobalt Project ("Molulu") in the Democratic Republic of Congo, announces that it has issued a £2,100,000 convertible loan instrument ("CLN Instrument"). On 30 December 2025 NIU Invest SE ("NIU"), the majority shareholder in the Company, has agreed to subscribe to the full £2,100,000 of convertible loan notes ("CLNs") issued under the CLN Instrument at par.

The main terms of the CLNs are as follows:

• Mature in 18 month;
• Interest at 10% per annum, payable on maturity;
• Are convertible into ordinary shares of the company at a conversion price of 10.25 per Ordinary Share of £0.0005 each in the capital of the Company ("Ordinary Shares"), which is equal to the 15 day volume weighted average share price and represents a 5.7% discount to the closing price on 29 December 2025; and
• May be converted into shares at NIU's discretion at any time subject to certain restrictions and if not converted will be repayable at the end of the term.

The issue of the CLNs to NIU is a material related party transaction for the purposes of DTR 7.3.6 due to NIU's shareholding in the Company representing 74.04% of the issued Ordinary Shares.

The funds raised under the CLN will be used to carry out business development as the Company explores acquisition opportunities in the mining sector, fund exploration activities at Molulu and for general working capital.

Danilo Lange, Interim CEO of Critical Metals said: "The £2.1 million raised through the CLN Instrument will enable the Company to start delivering on its strategy, funding exploration work at Molulu while also supporting the identification of potential acquisitions across the sector."