Final Results

Critical Metals plc

("Critical Metals" or the "Company")

Final Results

LONDON, 26 October 2026 – 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 its Final Results for the period ended 30 June 2026.

A copy of this announcement and the Annual Report for the year ended 30 June 2026 will be made available on the Company’s website at: www.criticalmetals.co.uk.

HIGHLIGHTS

— Strengthening of the board with the appointment of new CEO, Danilo Lange and Selina Hayes and Kriss Tremaine as Non-Executive Directors; Kelvin Williams became Non-Executive Chairman.

— Successful £2.1 million convertible loan note financing with NIU

— Funds raised during the period were partially used to restructure the Company, reduce debt and support advancement of the Molulu Project

— Post-period and following the release of funds, the Company has started fieldwork at Molulu, with the aim of establishing a trial ore stockpile for commercial validation

— Systematic assessment of results from the field programme should provide the Company with the information needed to determine next steps and evaluate its potential to scale up

Chairman’s Statement

The reporting period under review focused on assessing, revaluing, and restructuring the Company to better understand the work carried out at Molulu and its potential. To this end, the board was restructured by appointing Danilo Lange and two new non-executive directors with deep expertise in international relations, frontier markets, and global commodities, complementing the Board's existing expertise in mining, geology, and operations.

The Remuneration and Audit Committees have been centralised under the three independent non‑executive directors, ensuring clear oversight and alignment with governance best practice. This enhanced capability positions the Group well for the next phase of development.

On 2 October, post period, the Company announced the commencement of its field programme at Molulu , marking the end of a prolonged period of limited operational activity and the beginning of a structured return to fieldwork. The site reopened in early September after funding was confirmed and detailed budgets for Phase 1 of a Scout Mining programme were agreed. This programme includes surveying, mapping, trenching and sampling, supported by Quality Assurance and Quality Control processes and data integration to refine target assessment ahead of first ore extraction.

The objective of Phase 1 is to establish a trial ore stockpile for commercial validation, followed by trial delivery to test logistics and buyer arrangements. Initial reconciled results from extraction, despatch and delivery are expected in late December. Phase 2 will be contingent on a detailed assessment of these results and the potential for up‑scaling. The Group will present its full assessment of the 2026 Molulu Field and Scout Mining programme once management has reviewed the technical and commercial outcomes.

This renewed operational momentum follows a year focused on strengthening the foundations of the business. The Group maintained tight cost discipline, prioritised essential development work, and advanced key infrastructure, including the 28‑kilometre access road to ensure all‑weather connectivity to Lubumbashi. We also continued to build our in‑country capability and our engagement with local communities and suppliers.

Risk management remains central to our approach. Operating in the DRC presents inherent challenges, including political uncertainty, infrastructure constraints and commodity price volatility. The Group has mitigated these risks by investing in essential infrastructure, establishing self-contained diesel and solar power systems, and engaging closely with local stakeholders. Our low fixed‑cost profile provides flexibility should market conditions fluctuate.

I will end by saying that copper remains a strategically important metal which is underpinned by demand from electrification, particularly the electric vehicle market, infrastructure and the energy transition, and we believe Molulu is well positioned to capitalize on this growing demand.

We look forward on reporting on progress at Molulu.

Kelvin Williams

Chairman

Critical Metals plc

MANAGEMENT COMMENT

Danilo Lange, Chief Executive Officer of Critical Metals, said:

“The start of fieldwork at Molulu marks an important step forward for Critical Metals as we move into the next phase of assessing the project’s potential. Our focus is on completing the field programme, understanding the mineralised areas and determining whether the initial target can support scout mining. We remain committed to building momentum at Molulu and, as the programme progresses, keeping shareholders informed through regular updates on operational developments, results and the next phase of development.

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 £386,402 (2025: £1,170,896).

The accompanying notes on pages 40 to 71 form an integral part of these consolidated financial statements.

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION COMPANY NUMBER - 11388575 AS AT 30 JUNE 2026

The accompanying notes on pages 40 to 71 form an integral part of these consolidated financial statements.

The financial statements were approved by the board on 23 October 2026 and were signed on its behalf by:

Danilo Lange

CEO

CRITICAL METALS PLC PARENT COMPANY STATEMENT OF FINANCIAL POSITION COMPANY NUMBER - 11388575 AS AT 30 JUNE 2026

The financial statements were approved by the board on 23 October 2026 and were signed on its behalf by:

​

Danilo Lange

CEO

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2026

CRITICAL METALS PLC PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2026

CRITICAL METALS PLC CONSOLIDATED STATEMENT OF CASHFLOW FOR THE YEAR ENDED 30 JUNE 2026

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

Conversion of £629,249 of related party loans via the issue of 6,324,111 shares.

Conversion of £2,968,981 of borrowings via the issue of 36,646,347 ordinary shares.

Finance charge of £84,567 on a convertible loan note.

Settlement of £420,885 of deferred consideration via the issue of 4,230,000 ordinary shares.

Debt forgiveness of £842,991 relating to the cancellation of certain payables and accrued interest on a related party loan.

The accompanying notes on pages 40 to 71 form an integral part of these consolidated financial statements.

CRITICAL METALS PLC PARENT COMPANY STATEMENT OF CASHFLOW FOR THE YEAR ENDED 30 JUNE 2026

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

Payment through the intercompany loan for £629,249 of related party loans via the issue of 6,324,111 shares.

Conversion of £2,968,981 of borrowings via the issue of 36,646,347 ordinary shares.

Finance charge of £84,567 on a convertible loan note.

Payment through the intercompany loan of £420,885 via the issue of 4,230,000 ordinary shares.

The accompanying notes on pages 40 to 71 form an integral part of these consolidated financial statements.

CRITICAL METALS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026

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.

Basis of preparation

The financial statements for the period ended 30 June 2026 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.

Going concern

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 therefrom, 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 obtaining external 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.

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

During the year end the Group converted the majority of its debt into ordinary shares in the Group;

During the year The Group has entered into a debt facility with its majority shareholder with the ability to draw down on £2,100,000 to fund operations with £700,000 drawn down during the period;

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

In addition to the above, subsequent to year end the Group entered into an additional convertible loan instrument for an additional £2,500,000. Whilst the directors have determined that this convertible loan instrument will provide sufficient funding for 12 months from the date the financial statements are approved, there remains uncertainty surrounding the timing of receiving the funding.

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.

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

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.

Foreign currency translation

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

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 2026 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”.

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.

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.

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.

Where convertible loan notes can be converted into a fixed number of ordinary shares for a fixed amount, they are accounted for as compound financial instruments with separate liability and equity components. At initial recognition, the liability component is measured at the fair value of a similar liability with no conversion option. This is calculated by discounting the contractual cash flows at the market rate of interest for comparable non-convertible debt. The equity component is the residual amount after deducting the liability component from the proceeds, and is recognised in equity. Transaction costs are split between the two components in proportion to their initial carrying amounts. The equity component is not remeasured after initial recognition. On conversion, the carrying amount of the liability component is transferred to equity and no gain or loss is recognised.

Trade and other receivables

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. They are classified as current liabilities if payment is due within twelve months of the reporting date; otherwise they are presented as non-current liabilities. Trade and other payables are derecognised when the obligation is discharged, cancelled or expires.

Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets.

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

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.

Non-controlling interest

Non-controlling interests represent the equity in subsidiaries not attributable to the Company, and relate to the 30% interest in Amani Minerals Katanga SA held by third parties. They are initially measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date. They are subsequently adjusted for their share of changes in the subsidiary’s equity. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to non-controlling interests in proportion to their ownership interests. This applies even where it results in the non-controlling interests having a deficit balance. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The deficit of £720,642 (2025: £641,008) arises because Amani Minerals Katanga SA has incurred losses since acquisition, principally exploration and site costs funded by the Group. The non-controlling shareholders’ 30% share of those losses exceeds their share of its net assets at acquisition. The non-controlling shareholders have no obligation to fund this deficit.

Taxation

Debt forgiveness

Where a creditor releases the Group from all or part of an obligation for no consideration, the liability released is derecognised. The amount is recognised in profit or loss when the Group is legally released, by agreement with the creditor or by operation of law. This includes the cancellation of accrued interest and the settlement of payables for less than their carrying amount. Where the creditor is a shareholder, or a party related to a shareholder or director, and acts in its capacity as a shareholder, the amount released is treated as a capital contribution and recognised directly in equity. Gains arising on debt forgiveness are presented as exceptional items because of their size and non-recurring nature.

Exceptional items

Exceptional items are material items of income or expense that, by virtue of their size, nature or incidence, the Directors consider should be presented separately to enable a full understanding of the Group’s financial performance. Such items are not expected to recur in the normal course of business and are presented separately on the face of the consolidated statement of comprehensive income, with further detail given in the notes to the financial statements. Items that may be classified as exceptional include gains arising on the forgiveness or extinguishment of liabilities, impairment charges, restructuring costs and other significant non-recurring transactions.

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 exploration and evaluation assets, relating to the Molulu Copper Project, make up a major part of the consolidated statement of financial position. Under IFRS 6, management and the Directors are required to assess whether facts and circumstances suggest that the carrying amount of these assets may exceed their recoverable amount. The facts and circumstances considered include the expiry or non-renewal of exploration rights, the absence of budgeted or planned further exploration expenditure, the absence of discovery of commercially viable quantities of mineral resources, and any indication that the carrying amount is unlikely to be recovered in full from successful development or sale. This assessment involves significant judgement and estimation, particularly about the Group’s ability to secure funding, the renewal of its licences and the results of future exploration

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

Restatement of prior year balance

Under IFRS 6, expenditure is classified as a development asset only once the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. In prior periods the Directors concluded that Molulu had reached this stage, based on the earlier assessment of the ore body, including testing of the surface ore stockpile, and on the site clearing and preparation carried out in anticipation of ore sales. During the year the stockpiled ore was found not to be of sufficient quality to support the anticipated sales, as it had been diluted with other ground cover. An independent scoping study subsequently concluded that further drilling of approximately US$500,000 is needed to establish the extent and quality of the ore body. The Directors therefore consider that technical feasibility and commercial viability are not currently demonstrable, and have classified the project as an exploration and evaluation asset. Because the information on which the development classification was based was available when the prior-period financial statements were authorised for issue, the Directors have concluded that this is the correction of a prior-period error under IAS 8. It has been applied retrospectively, and the comparative statement of financial position has been restated accordingly (see note 26).

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.

The Group generated no revenue during the year ended 30 June 2026 (2025: £nil).

Segmental results are detailed below

Debt forgiveness

During the year the Group recognised an exceptional gain of £806,707 (2025: £nil) on the forgiveness and settlement of liabilities in connection with the August 2025 recapitalisation, analysed as follows:

Baobab Asset Management LLC – The US$800,000 loan principal owed by Madini Occidental Ltd was assigned to the Company in exchange for 6,324,111 new ordinary shares (note 18), and as part of the settlement. Baobab released all accrued interest of US$344,105 (£256,414) for no consideration. Baobab is an entity controlled by Russell Fryer, a former director of the Company. The Directors have considered whether the release was made in Baobab’s capacity as a shareholder and concluded that Baobab acted as a lender, as the release formed part of a settlement negotiated with the Group’s creditors as a whole on equivalent terms. The gain has therefore been recognised in profit or loss rather than as a capital contribution in equity. Further details are given in note 23.

Ongeza Mining Limited – Under a deed of settlement dated amounts of US$777,625 (£586,578) owed by MO RDC SARLU to Ongeza Mining Limited in respect of contract mining services were settled in the current year.

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 2026 was:

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

The weighted average applicable tax rate of 26.3% (2025: 24.7%) used is a combination of the 25% standard rate of corporation tax in the UK (2025:25%), 28% standard rate of corporation tax in the DRC (2025: 28%) and nil corporation tax rate in Mauritius (2025: nil).

The Company has total carried forward losses of £8,088,522 (2025: £7,875,891). The taxed value of the unrecognised deferred tax asset is £2,003,196 (2025: £1,945,345) 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

On 4 August 2025 the Company consolidated its ordinary share capital on a 1-for-10 basis, replacing every ten existing ordinary shares of £0.005 with one new ordinary share of £0.0005. As the consolidation altered the number of shares in issue without a corresponding change in resources, the weighted average number of ordinary shares has been restated for all periods presented in accordance with IAS 33. There was no change to the loss attributable to equity holders of the parent.

Property, plant & Equipment

Group

The Molulu Copper Project was classified as a mine development asset within property, plant and equipment in prior periods, on the basis of management's expectation, from testing of the surface ore stockpile, that clearing and preparing the site would lead to commercial ore sales. During the year the stockpile was found not to be of sufficient quality to support those sales, having been diluted with other groundcover, and a scoping study concluded that further drilling is required to establish the extent and quality of the ore body before development can appropriately resume.

Management has therefore concluded that the technical feasibility and commercial viability of extracting a mineral resource were not demonstrable, and that the criteria in IFRS 6.17 for transfer out of exploration and evaluation assets were not met.

As the information on which the earlier assessment rested existed and was available to management when the prior period financial statements were authorised for issue, and no further work was undertaken in the intervening period that would have altered the position, the reclassification has been treated as the correction of a prior period error under IAS 8 and applied retrospectively.

Comparatives have been restated to transfer £3,822,824 from development asset within Property, Plant & Equipment to Exploration and Evaluation assets at 30 June 2025. As the project had not commenced commercial production, no depreciation had been charged and there is no effect on the prior year loss, earnings per share, net assets or the cash flow statement.

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

EXPLORATION & EVALUATION ASSETS

Group

Exploration & Evaluation

£

Cost

Exploration and evaluation 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 Copper Project in the Democratic Republic of the Congo. As set out in note 26, the Molulu Copper Project was reclassified from development assets within property, plant and equipment to exploration and evaluation assets as the correction of a prior period error, and the comparatives have been restated accordingly.

At 30 June 2026 the Directors reviewed the Molulu exploration and evaluation asset of £3,954,224 for indicators of impairment against the following factors: licence tenure, budgeted exploration expenditure, commercial viability of the project, recoverability of the carrying amount, commodity prices and the availability of funding. No issues were noted against any of these factors. Accordingly, no impairment has been recognised (2025: £nil). Recovery of the asset depends on successful further exploration and on securing the funding to develop the project.

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 2026 (2025: £nil).

Cash at bank and in hand

As at 30 June 2026, the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:

Borrowings consist of an $800,000 (£843,351) USD loan to Madini Occidental from Baobab investments LLC, an entity controlled by the former CEO Russell Fryer. Refer to note 23 for further information. On 4 August 2025 the full loan amount was settled for $800,000 via an issue of ordinary shares in the Company. All accrued interest was reversed and recorded as debt forgiveness through the profit and loss

Borrowings relate to the unsecured facility of up to US$3.0 million at a fixed 15 percent coupon. By 30 June 2025 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.

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

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 6,100,000 warrants issued at nominal value with an additional 12,100,000 warrants on completion of the recapitalisation. The warrants were valued using a black-scholes technique and were offset against the liability of the loan under IAS 32. The expense was then unwound over the life of the instrument. Refer to note 19 for further information. 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.

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. In September 2026 the Loans were paid off in cash by the Group.

On 7 July 2025 the Company entered into a secured Sterling term loan facility with NIU Invest SE, a shareholder of the Company, for a total principal amount not exceeding US$500,000, available in three tranches. The facility bears interest at 1% per month, accruing daily and payable on the repayment date, and each drawdown is repayable on the first anniversary of its drawdown date. The facility is secured by a debenture over the assets of the Company entered into on the same date. Amounts drawn during the year were US$20,000 (£14,646) on 5 July 2025, £208,243 on 21 October 2025, £152,983 on 12 November 2025 and a further £43,400 on 31 December 2025, giving principal outstanding of £419,272 at 30 June 2026 together with accrued interest of £33,137. As the repayment dates for all drawdowns fall within twelve months of the reporting date, the full balance is classified as a current liability. Subsequent to year end the Group entered into an additional Convertible Loan Note (CLN) In which the outstanding balance of the facility was repaid via the issue of new loan notes. These notes are repayable 18 months from the drawdown being July 2026).

On 31 December 2025 the Company created £2,100,000 of convertible loan notes by instrument constituted under a board resolution passed on 18 December 2025 and entered into a subscription agreement with NIU Invest SE in respect of the full amount. The notes carry interest at a flat 10% of the principal amount, payable in full on redemption, and each note is redeemed 18 months after its issue. On redemption the principal and accrued interest are satisfied in new ordinary shares issued at the redemption issue price of 10.25p, unless the noteholder elects, not less than five business days before the redemption date, to be repaid in cash. Notes of £400,000 were issued on 17 March 2026 and £300,000 on 15 June 2026, with redemption dates of 17 September 2027 and 15 December 2027 respectively. The facility was deemed a compound instrument and a portion was classified into equity. Refer to note 19 for further information.

During the year a director advanced funds to the Group to meet the working capital requirements of its operations in the Democratic Republic of Congo. The loan is unsecured, interest free and has no fixed terms of repayment. The balance outstanding at 30 June 2026 was £41,730 (2025: £9,564, presented within trade and other payables). As the loan is repayable on demand it is classified as a current liability.

Share capital and share premium

On 4th August 2025 connection with the proposed subscription, the Company announced a share capital reorganisation to reduce the nominal value of its ordinary shares, as the issue price is below the existing nominal value. Each existing ordinary share of £0.005 was redesignated into one ordinary share of £0.00005 and 99 deferred shares of £0.00005, followed by a 10-for-1 consolidation of the ordinary shares. The deferred shares carry no voting or economic rights other than on a winding up and are not admitted to trading

On 8 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 2024 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.

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 at £0.10 per share.

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 owed.

As part of the debt conversions the September facility, Bridge CLN and December bridge were converted into equity at the below conversion prices:

September facility - £0.10

Bridge CLN - £0.10

December bridge - £0.02

The Company has two classes of share in issue: ordinary shares and deferred shares. The deferred shares carry no voting or economic rights other than on a winding up and are not admitted to trading. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

SHARE BASED PAYMENTS AND OTHER EQUITY RESERVE

Convertible loan notes – liability and equity components

In accordance with the Group’s accounting policy for compound financial instruments (note 2.8), the December 2025 convertible loan notes (note 17) have been split into a liability component and an equity component at initial recognition. The liability component was measured at fair value by discounting the contractual cash flows (principal plus the flat 10% interest payable on redemption) at the market rate of interest for comparable non-convertible debt. The residual of the proceeds has been recognised in the other equity reserve and is not remeasured. The liability component is subsequently measured at amortised cost using the effective interest method.

The discount rate of 15% per annum represents management’s estimate of the market rate for comparable non-convertible debt, determined by reference to the interest rates on the Group’s other unsecured borrowings (note 17). The effective interest charge is recognised within finance costs.

* On 4th August 2025 shareholders voted to consolidate the share capital of the Company on a 10:1 basis. The comparative numbers have been restated on this basis.

On 4th August 2025 shareholders voted to consolidate the share capital of the Company on a 10:1 basis. The comparative numbers have been restated on this 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 2 – “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 2026 refer to note 17 for further details. The Group’s principal financial assets are cash and cash equivalents, borrowings 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 2026 and year ended 30 June 2025, 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 are £158,682 of accrued interest expense and £11,244 of finance charges.

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For the Company:

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 accrued interest at 6%, compounds annually and is payable on demand. During the year the capital balance of the loan was paid off via the issue of 6,324,111 ordinary shares in the Company with the interest portion being fully reversed resulting in a debt forgiveness of $344,105 (£256,414).

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 2026 is £41,730 (2025: £9,564).

Deferred consideration

As of 30 June 2025, the Group owed deferred consideration of £210,000 to Russell Fryer, a related party, in connection with the acquisition of the Madini Group. During the year, this balance was settled through the issue of 2,100,000 ordinary shares at £0.10 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 2026 (2025: nil).

ultimate controlling party

As at 30 June 2026 NIU Invest SE is considered the ultimate controlling party of the Company and holds 52% of the share capital.

RESTATEMENT OF PRIOR YEAR BALANCE

The Group has corrected a prior period error relating to the classification of the Molulu Copper Project, which is held through AMK SA. The project had been accounted for as a mine development asset within property, plant and equipment, rather than as an exploration and evaluation asset under IFRS 6.

The original decision to classify the project as a development asset relied on surface ore testing. Site preparation work carried out up to 30 June 2025 found that the surface ore was not of sufficient quality to support the anticipated ore sales. The technical feasibility and commercial viability of extracting a mineral resource had therefore not been demonstrated, and the project should have remained within exploration and evaluation assets. As a result, the Directors have reclassified the project to exploration and evaluation assets`. The comparative figures at 30 June 2025 and 1 July 2024 have been restated, and a third statement of financial position at 1 July 2024 is presented in accordance with IAS 1. The Company is not affected by this adjustment. The impact on the consolidated statement of financial position is shown below. There is no impact to the statement of comprehensive income.

POST BALANCE SHEET EVENTS

On 3 July 2026 the Company entered into a subscription agreement with NIU Invest SE for £2,500,000 of convertible loan notes. The notes bear interest at a flat 10% of the principal, payable on redemption. Each note is redeemed 18 months after its issue, in new ordinary shares at 10.25p per share, unless the noteholder elects to be repaid in cash.

The subscription monies are payable as follows:

• £400,000 as each drawdown under the NIU term loan facility dated 7 July 2025 falls due, applied in settlement of that facility;
• £1,100,000 by 31 December 2026; and
• £1,000,000 by 31 May 2027. Under the same agreement, NIU agreed to pay the £1,400,000 outstanding on its December 2025 convertible loan note subscription, with £1,000,000 due by 30 July 2026 and £400,000 by 30 September 2026.

As the agreement was entered into after the reporting date, the term loan facility remains classified as a current liability at 30 June 2026.