Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name CRITICAL RESOURCES LIMITED Announcement Type New announcement Date of this announcement 8/11/2024 The Proposed issue is: A placement or other type of issue Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description Maximum Number of +securities to be issued New class-code to be confirmed Options (Exe $0.015) 241,935,484 New class-code to be confirmed (Options (Exe $0.015) 24,000,000 CRR ORDINARY FULLY PAID 520,985,166 Proposed +issue date 18/11/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/8 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity CRITICAL RESOURCES LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ABN 12145184667 1.3 ASX issuer code CRR 1.4 The announcement is New announcement 1.5 Date of this announcement 8/11/2024 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2/8 Appendix 3B - Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions Approval/Condition Date for determination +Security holder approval 17/1/2025 Is the date estimated or actual? ** Approval received/condition met? Estimated Comments The issue of 32,258,064 T2 new shares, 241,935,484 new options and 24,000,000 lead manager options are subject to shareholder approval at the Company's upcoming general meeting of shareholders. Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ASX +security code and description CRR : ORDINARY FULLY PAID Number of +securities proposed to be issued 37,114,198 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Subject to the Amoco Project agreement, CRR has agreed to (i) the issue of $250,000 in CRR shares (based on the current 20 day VWAP, $0.0081, 30,864,198 shares), (ii) $25,000 in CRR shares based on 20D VWAP upon CRR announcing to the ASX, the completion of first round field sampling in EL9293 and delivery of samples to analytical laboratory for assay of multielement including antimony, gold and silver (Milestone 1), (iii) $25,000 in CRR shares based Appendix 3B - Proposed issue of securities 3/8 Appendix 3B - Proposed issue of securities on 20D VWAP upon CRR announcing to the ASX, the analytical laboratory assay results, including antimony and gold, from samples collected in EL9293 from first round of field sampling (ie milestone 1) with a grade of no less than any of the following: (a) in the case of antimony, greater than 1%; (b) in the case of gold, greater than 10 g/t, (Milestone 2). Milestone VWAP calculations will be based on a minimum price of $0.008. Refer to CRR's announcement dated 8 November 2024 for further details. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.008100 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description CRR : ORDINARY FULLY PAID Number of +securities proposed to be issued 483,870,968 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.00620 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Appendix 3B - Proposed issue of securities 4/8 Appendix 3B - Proposed issue of securities ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options (Exe $0.015) +Security type Options Number of +securities proposed to be issued 241,935,484 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Options are free attaching options on the basis of 1 new option for every 2 new shares. Refer to ASX announcement dated 8 November 2024 for further information. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0150 18/11/2027 Details of the type of +security that will be issued if the option is exercised CRR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 fully paid ordinary share Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer to ASX announcement dated 8 November 2024 Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional Appendix 3B - Proposed issue of securities Will the proposed issue of this +security include an offer of attaching +securities? No 5/8 Appendix 3B - Proposed issue of securities or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No Will the entity be seeking quotation of the 'new' class of +securities on ASX? No ASX +security code +Security description New class-code to be confirmed (Options (Exe $0.015) +Security type Options Number of +securities proposed to be issued 24,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities The Company has appointed Sixty Two Capital as lead manager to the $3 million capital raising as announced on 8 November 2024. These options are proposed to be issued to the lead manager in satisfaction of their services as lead manager. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0150 18/11/2027 Details of the type of +security that will be issued if the option is exercised CRR : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 6/8 Appendix 3B - Proposed issue of securities Number of securities that will be issued if the option is exercised 1 fully paid ordinary share Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer to ASX announcement dated 8 November 2024. Part 7C - Timetable 7C.1 Proposed +issue date 18/11/2024 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 37,114,198 ordinary Amoco Project Acquistion shares and 255,244,548 New Placement Shares. 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 196,368,356 new placement shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate The availability of the funding from eligible persons was considered to be an efficient method of raising funds in a timely manner. 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes Appendix 3B - Proposed issue of securities 7/8 Appendix 3B - Proposed issue of securities 7E.1a Who is the lead manager/broker? The Company has appointed Sixty Two Capital as lead manager 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Lead Manager will receive a fee of 6% of gross amount raised under the capital raising and 24,000,000 unlisted new options with an exercise price of $0.015 each and expiry date of 3 years from the date of issue of the options. 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To complete the Amoco Project acquisition, together with the placement will be used to advance the Company's Halls Peak and Mavis Lake exploration programs, including supporting current drilling programs, and general working capital. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue Refer to the Company's announcement dated 8 November 2024. 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 8/8