Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
Critical Resources Limited
ACN 145 184 667
Notice of General Meeting
The General Meeting of the Company will be held at the Boorloo Meeting
Room, Ground Floor, 108 St Georges Terrace, Perth, Western Australia 6000, on
Friday, 20 March 2026, at 10:00 am (WST).
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are
registered Shareholders at 5.00 pm (WST) on 18 March 2026.
Shareholders are urged to attend the Meeting or vote by lodging the Proxy Form
made available with the Notice.
Critical Resources Limited – 2026 General Meeting 2
NOTICE OF GENERAL MEETING
Notice is given that a general meeting of
Shareholders of Critical Resources Limited
(Company) will be held at the Boorloo Meeting
Room, 108 St Georges Terrace, Perth, Western
Australia 6000 on Friday, 20 March 2026 at 10:00
am (WST) (Meeting).
The Directors have determined pursuant to
Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are
registered Shareholders as at 5:00 pm (WST) on
Wednesday, 18 March 2026. The Directors
encourage all eligible Shareholders to lodge
Proxy Forms prior to 10:00 am (WST) on 18 March
2026.
The Explanatory Memorandum provides
additional information on matters to be
considered at the Meeting. The Explanatory
Memorandum and the Proxy Form, form part of
the Notice.
Terms and abbreviations used in the Notice are
defined in Schedule 1 further below.
Agenda
Resolution 1 - Ratification of prior issue of
Options under Listing Rule 7.1
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
“That, for the purposes of Listing Rule 7.4 and for
all other purposes, Shareholders ratify the issue
of 37,500,000 Options to sophisticated and
professional investors on the terms and
conditions set out in the Explanatory
Statement.”
Resolution 2- Ratification of prior issue of shares
under Listing Rule 7.1A
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
“That, for the purposes of Listing Rule 7.4 and for
all other purposes, Shareholders ratify the issue
of 150,000,000 Shares on the terms and
conditions set out in the Explanatory
Statement.”
Resolution 3- Approval for Director participation
in Placement – Bilal Ahmad
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
“That, for the purposes of Listing Rule 10.11 and
for all other purposes, approval is given for the
Company to issue 20,000,000 Shares and
5,000,000 Options to Bilal Ahmad (or his
nominee(s)) on the terms and conditions set out
in the Explanatory Statement.”
Resolution 4- Approval for Director participation
in Placement – Tim Wither
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
“That, for the purposes of Listing Rule 10.11 and
for all other purposes, approval is given for the
Company to issue 5,000,000 Shares and
1,250,000 Options to Tim Wither (or his
nominee(s)) on the terms and conditions set out
in the Explanatory Statement.”
Resolution 5- Ratification of prior issue of Options
to Lead Manager
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
“That, for the purposes of Listing Rule 7.4 and for
all other purposes, Shareholders ratify the issue
of 17,500,000 Options to 62 Capital Pty Ltd on
the terms and conditions set out in the
Explanatory Statement.”
Resolution 6- Ratification of prior issue of
Securities to Lead Manager in lieu of fees
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
“That, for the purposes of Listing Rule 7.4 and for
all other purposes, Shareholders ratify issue of
10,500,000 Shares, together with one (1) free
attaching Option for every four (4) Shares issued
to 62 Capital Pty Ltd, on the terms and
conditions set out in the Explanatory
Statement.”
NOTICE OF MEETING
Critical Resources Limited – 2026 General Meeting 3
Resolution 7- Approval to vary terms of CRRAC
Options
To consider and, if thought fit, to pass, with or
without amendment, as an ordinary resolution
the following:
"That, for the purposes of Listing Rule 6.23.4 and
for all other purposes, Shareholders approve the
amendment to the terms and conditions of the
CRRAC Options on the terms and conditions set
out in the Explanatory Memorandum."
Other Business
To consider any other business that may be
brought before the Meeting in accordance
with the Company’s Constitution.
Voting exclusions
In accordance with Listing Rule 14.11, the
Company will disregard any votes cast in favour
of the Resolution set out below by or on behalf
of the following persons:
(a) Resolution 1: Participants in the January
Placement or any other person who
participated in the issue or an associate of
that person or those persons.
(b) Resolution 2: Participants in the January
Placement or any other person who
participated in the issue or an associate of
that person or those persons.
(c) Resolution 3: Bilal Ahmad (or their
nominee(s)) and any other person who will
obtain a material benefit as a result of the
issue of the securities (except a benefit solely
by reason of being a holder of ordinary
securities in the Company) or an associate
of that person or those persons.
(d) Resolution 4: Tim Wither (or their nominee(s))
and any other person who will obtain a
material benefit as a result of the issue of the
securities (except a benefit solely by reason
of being a holder of ordinary securities in the
Company) or an associate of that person or
those persons.
(e) Resolution 5: 62 Capital Pty Ltd or any other
person who participated in the issue or an
associate of that person (or those persons).
(f) Resolution 6: 62 Capital Pty Ltd or any other
person who participated in the issue or an
associate of that person or those persons.
(g) Resolution 7: A holder of the CRRAC Options
(and/or their nominee(s)) or an associate of
that person or those persons.
However, this does not apply to a vote cast in
favour of the Resolution by:
(a) a person as proxy or attorney for a person
who is entitled to vote on the Resolution, in
accordance with directions given to the
proxy or attorney to vote on the Resolution
in that way; or
(b) the Chair as proxy or attorney for a person
who is entitled to vote on the Resolution, in
accordance with a direction given to the
Chair to vote on the Resolution as the Chair
decides; or
(c) a holder acting solely in a nominee, trustee,
custodial or other fiduciary capacity on
behalf of a beneficiary provided the
following conditions are met:
(i) the beneficiary provides written
confirmation to the holder that the
beneficiary is not excluded from
voting, and is not an associate of a
person excluded from voting, on the
Resolution; and
(ii) the holder votes on the Resolution in
accordance with directions given by
the beneficiary to the holder to vote in
that way.
BY ORDER OF THE BOARD
Harry Spindler
Company Secretary
Critical Resources Limited
Dated: 17 February 2026
Critical Resources Limited – 2026 General Meeting 4
EXPLANATORY STATEMENT
1. Introduction
1.1 General
This Explanatory Statement has been prepared
to provide information which the Directors
believe to be material to Shareholders in
deciding whether or not to pass the
Resolutions.
1.2 Voting by proxy
To vote by proxy, please complete and sign
the enclosed Proxy Form and return by the time
and in accordance with the instructions set out
on the Proxy Form.
In accordance with section 249L of the
Corporations Act, Shareholders are advised
that:
(a) each Shareholder has a right to appoint a
proxy;
(b) the proxy need not be a Shareholder of
the Company; and
(c) a Shareholder who is entitled to cast two
or more votes may appoint two proxies
and may specify the proportion or number
of votes each proxy is appointed to
exercise. If the Shareholder appoints two
proxies and the appointment does not
specify the proportion or number of the
member’s votes, then in accordance with
section 249X(3) of the Corporations Act,
each proxy may exercise one-half of the
votes.
Shareholders and their proxies should be aware
that:
(a) if proxy holders vote, they must cast all
directed proxies as directed; and
(b) any directed proxies which are not voted
will automatically default to the Chair, who
must vote the proxies as directed.
1.3 Voting in person
To vote in person, attend the Meeting at the
time, date and place set out above.
You may still attend the Meeting and vote in
person even if you have appointed a proxy. If
you have previously submitted a Proxy Form,
your attendance will not revoke your proxy
appointment unless you actually vote at the
Meeting for which the proxy is proposed to be
used, in which case, the proxy’s appointment is
deemed to be revoked with respect to voting
on that Resolution.
Please bring your personalised Proxy Form with
you as it will help you to register your
attendance at the Meeting. If you do not bring
your Proxy Form with you, you can still attend
the Meeting but representatives from
Computershare Investor Services Pty Limited will
need to verify your identity. You can register
from 15 minutes prior to the Meeting on the
day.
1.4 Submitting questions
Shareholders may submit questions in advance
of the Meeting to the Company. Questions
must be submitted by emailing the Company
Secretary at cosec@criticalresources.com.au
by 5:00pm (WST) on 18 March 2026.
Shareholders will also have the opportunity to
submit questions during the Meeting in respect
to the formal items of business. In order to ask a
question during the Meeting, please follow the
instructions from the Chair.
The Chair will attempt to respond to the
questions during the Meeting. The Chair will
request prior to a Shareholder asking a
question that they identify themselves
(including the entity name of their shareholding
and the number of Shares they hold).
Should you wish to discuss the matters in this
Notice please do not hesitate to contact the
Company Secretary on +61 9465 1024.
2. Background to the Resolutions
2.1 January Placement
On 29 January 2026, the Company announced
that it had received binding commitments from
sophisticated and professional investors and
certain Directors to raise $1,750,000 (before
costs) by the issue of 175,000,000 Shares at an
issue price of $0.01 per Share (January
Placement).
EXPLANATORY STATEMENT
Critical Resources Limited – 2026 General Meeting 5
Pursuant to the terms of the January
Placement, the Company agreed to issue free
attaching options on a 1:4 basis, exercisable
at $0.008 on or before 23 April 2028 (CRRAC
Options).
Securities under the January Placement will be
issued as follows:
(a) Tranche 1: 160,500,000 Shares and
37,500,000 Options issued on 11 February
2026, comprising:
(i) 37,500,000 Options issued pursuant to
the Company’s available placement
capacity under Listing Rule 7.1 (being
the subject of Resolution 1); and
(ii) 150,000,000 Shares issued pursuant to
the Company’s available placement
capacity under Listing Rule 7.1A (being
the subject of Resolution 2); and
(b) Tranche 2: 25,000,000 Shares and
6,250,000 Options to be issued to
participating directors subject to
Shareholder approval, comprising:
(i) 20,000,000 Shares and 5,000,000 Options
to Non-Executive Chairman, Mr Bilal
Ahmad (being the subject of Resolution
3); and
(ii) 5,000,000 Shares and 1,250,000 Options
to Managing Director, Mr Tim Wither
(being the subject of Resolution 4).
2.2 Use of Funds
Funds raised under the January Placement will
be used to advance key work programs
across the Company’s project portfolio. This
includes further work at the 100%‑owned Mavis
Lake Lithium Project in Canada, progression of
gold and antimony exploration activities in
New Zealand and New South Wales, and the
commencement of a solid‑state lithium-ion
battery evaluation program with the South
Dakota School of Mines, together with working
capital. The Company will also retain sufficient
flexibility to support corporate activities and
ensure efficient execution of planned
programs.
2.3 Lead Manager
The Company engaged 62 Capital Pty Ltd (62
Capital) to act as sole lead manager to the
January Placement (Lead Manager
Mandate). Pursuant to the terms of the
engagement, the Company has agreed to
pay 62 Capital:
(a) 17,500,000 Options on the same terms as
the Options issued under the January
Placement (being the subject of
Resolution 5); and
(b) a fee of 6% of the gross amount raised
payable in cash or Shares and Options on
same terms as January Placement (being
equal to 10,500,000 Shares and 2,625,000
Options) at 62 Capital’s election (being
the subject of Resolution 6).
All Securities which the Company has agreed
to issue to 62 Capital have been issued
pursuant to the Company’s available
placement capacity under Listing Rule 7.1
together with the Securities under Tranche 1 of
the January Placement.
The Lead Manager Mandate is otherwise on
terms and conditions considered standard for
an agreement of its nature.
3. Resolutions 1 & 2 Ratification of Securities
Issued under January Placement
3.1 General
As set out at Section 2.1, these Resolutions
seek Shareholder ratification for the purposes
of Listing Rule 7.4 for the issue of an aggregate
of 150,000,000 Shares at an issue price of $0.01
to raise $1,500,000, together with 37,500,000
free attaching Options pursuant to the terms
of the January Placement.
37,500,000 Options were issued pursuant to the
Company’s capacity under Listing Rule 7.1
(being, the subject of Resolution 1) and
150,000,000 Shares were issued pursuant to the
Company’s placement capacity under Listing
Rule 7.1A.
3.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and subject to a number of
exceptions, Listing Rule 7.1 limits the amount of
equity securities that a listed company can
issue without the approval of its shareholders
over any 12 month period to 15% of the fully
paid ordinary securities it had on issue at the
start of that 12 month period.
Under Listing Rule 7.1A however, an Eligible
Entity can seek approval from its members, by
way of a special resolution passed at its
annual general meeting, to increase this 15%
limit by an extra 10% to 25%. The Company
EXPLANATORY STATEMENT
Critical Resources Limited – 2026 General Meeting 6
obtained this approval at its annual general
meeting held on 30 May 2025.
The issue does not fit within any of the
exceptions set out in Listing Rule 7.2 and, as it
has not yet been approved by Shareholders, it
effectively uses up part of the 25% limit in
Listing Rules 7.1 and 7.1A, reducing the
Company’s capacity to issue further equity
securities without Shareholder approval under
Listing Rule 7.1 and 7.1A for the 12 month
period following the date of the issue.
3.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a
listed company to approve an issue of equity
securities after it has been made or agreed to
be made. If they do, the issue is taken to have
been approved under Listing Rule 7.1 and so
does not reduce the Company’s capacity to
issue further equity securities without
shareholder approval under that rule.
The Company wishes to retain as much
flexibility as possible to issue additional equity
securities in the future without having to obtain
Shareholder approval for such issues under
Listing Rule 7.1. Accordingly, the Company is
seeking Shareholder ratification pursuant to
Listing Rule 7.4 for the issue.
3.4 Technical information required by Listing
Rule 14.1A
If these Resolutions are passed, the issue will be
excluded in calculating the Company’s
combined 25% limit in Listing Rules 7.1 and
7.1A, effectively increasing the number of
equity securities the Company can issue
without Shareholder approval over the 12
month period following the date of the issue.
If these Resolutions are not passed, the issue
will be included in calculating the Company’s
combined 25% limit in Listing Rules 7.1 and
7.1A, effectively decreasing the number of
equity securities the Company can issue
without Shareholder approval over the 12
month period following the date of the issue.
3.5 Technical information required by Listing
Rules 7.4 and 7.5
Pursuant to and in accordance with Listing
Rule 7.5, the following information is provided
in relation to the ratification of the issue of the
Tranche 1 Placement Shares:
(a) Names of persons to whom Securities
were issued or the basis on which those
persons were identified/selected:
Professional and sophisticated investors
who were identified through a bookbuild
process, which involved 62 Capital
seeking expressions of interest to
participate in the capital raising from non-
related parties of the Company.
The Company confirms that no Material
Persons were issued more than 1% of the
issued capital of the Company.
(b) Number and class of Securities issued:
150,000,000 Shares and 37,500,000 Options
were issued on the following basis:
(i) 37,500,000 Options pursuant to the
Company’s available capacity under
Listing Rule 7.1 (ratification of which is
sought under Resolution 1); and
(ii) 150,000,000 Shares pursuant to the
Company’s available capacity under
Listing Rule 7.1A (ratification of which is
sought under Resolution 2).
(c) Terms of Securities:
The Shares were fully paid ordinary shares
in the capital of the Company issued on
the same terms and conditions as the
Company’s existing Shares.
(d) Date(s) on or by which the Securities were
issued
On 11 February 2026.
(e) Price or other consideration the Company
received for the Securities:
$0.01 per Share for Shares issued pursuant
to Listing Rule 7.1 and Listing Rule 7.1A. The
Options were issued for nil, being free
attaching to Shares under the January
Placement.
(f) Purpose of the issue, including the
intended use of any funds raised by the
issue:
Refer to Section 2.2 for details of the
proposed use of funds.
(g) Voting Exclusion Statement:
A voting exclusion statement applies to
this Resolution.
EXPLANATORY STATEMENT
Critical Resources Limited – 2026 General Meeting 7
4. Resolutions 3 & 4 Approval for Director
participation in January Placement
4.1 General
As set out in Section 2.1 above, these
Resolutions seek Shareholder approval for
purposes of Listing Rule 10.11 for the issue of an
aggregate of 25,000,000 Shares and 6,250,000
Options to Directors (or their nominee(s))
participating in the January Placement on the
same terms as unrelated participants as
follows:
(a) 20,000,000 Shares and 5,000,000 Options
to Non-Executive Chairman, Mr Bilal
Ahmad (being the subject of Resolution
3); and
(b) 5,000,000 Shares and 1,250,000 Options to
Managing Director, Mr Tim Wither (being
the subject of Resolution 4).
4.2 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires
that for a public company, or an entity that
the public company controls, to give a
financial benefit to a related party of the
public company, the public company or
entity must:
(a) obtain the approval of the public
company’s members in the manner set
out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months
following such approval,
unless the giving of the financial benefit falls
within an exception set out in sections 210 to
216 of the Corporations Act.
The issues constitute giving a financial benefit
and Mr Ahmad and Mr Wither are each a
related party of the Company by virtue of
being a Director.
The Directors (other than Mr Ahmad and Mr
Wither who have a material personal interest
in these Resolutions) consider that Shareholder
approval pursuant to Chapter 2E of the
Corporations Act is not required in respect of
the issues because the Securities will be issued
to Mr Ahmad and Mr Wither (or their
nominee(s)) on the same terms as Securities
issued to non-related party participants in the
capital raising and as such the giving of the
financial benefit is on arm’s length terms.
4.3 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of
the exceptions in Listing Rule 10.12 applies, a
listed company must not issue or agree to issue
equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time
in the 6 months before the issue or
agreement, a substantial (30%+)
holder in the company;
10.11.3 a person who is, or was at any time
in the 6 months before the issue or
agreement, a substantial (10%+)
holder in the company and who
has nominated a director to the
board of the company pursuant to
a relevant agreement which gives
them a right or expectation to do
so;
10.11.4 an associate of a person referred
to in Listing Rules 10.11.1 to 10.11.3;
or
10.11.5 a person whose relationship with
the company or a person referred
to in Listing Rules 10.11.1 to 10.11.4
is such that, in ASX’s opinion, the
issue or agreement should be
approved by its shareholders,
unless it obtains the approval of its
shareholders.
The issues fall within Listing Rule 10.11.1 and do
not fall within any of the exceptions in Listing
Rule 10.12. They therefore require the approval
of Shareholders under Listing Rule 10.11.
4.4 Technical information required by Listing
Rule 14.1A
If these Resolutions are passed, the Company
will be able to proceed with the issues within
one month after the date of the Meeting (or
such later date as permitted by any ASX
waiver or modification of the Listing Rules) and
will raise additional funds which will be used in
the manner set out in Section 2.2. As approval
pursuant to Listing Rule 7.1 is not required for
the issues (because approval is being
obtained under Listing Rule 10.11), the issue will
not use up any of the Company’s 15% annual
placement capacity.
EXPLANATORY STATEMENT
Critical Resources Limited – 2026 General Meeting 8
If this Resolution is not passed, the Company
will not be able to proceed with the issue and
no further funds will be raised.
4.5 Technical Information required by Listing
Rule 10.13
(a) Names of persons to whom Securities will
be issued:
Mr Bilal Ahmad and Mr Tim Wither (or their
nominee(s)).
(b) Categorisation under Listing Rule 10.11:
Mr Ahmad and Mr Wither each fall within
the category set out in Listing Rule 10.11.1
as they are a related party of the
Company by virtue of being a Director.
Any nominee(s) of Mr Ahmad and Mr
Wither who receive Securities may
constitute ‘associates’ for the purposes of
Listing Rule 10.11.4.
(c) Number of Securities and class to be
issued:
An aggregate of 25,000,000 Shares and
6,250,000 Options will be issued,
comprising:
(i) 20,000,000 Shares and 5,000,000
Options to Non-Executive Chairman,
Mr Bilal Ahmad (being the subject of
Resolution 3); and
(ii) 5,000,000 Shares and 1,250,000
Options to Managing Director, Mr Tim
Wither (being the subject of Resolution
4).
(d) Terms of Securities:
The Shares will be fully paid ordinary
shares in the capital of the Company
issued on the same terms and conditions
as the Company’s existing Shares.
The Options will be issued on the terms
and conditions set out in Schedule 1.
(e) Date(s) on or by which the Securities were
issued:
The Company expects to issue the
Securities within 15 Business Days of the
Meeting. In any event, the Company will
not issue any Securities later than one
month after the date of the Meeting (or
such later date to the extent permitted by
any ASX waiver or modification of the
Listing Rules).
(f) Price or other consideration the Company
received for the Securities:
$0.01 per Share and nil per Option as the
Options will be issued free attaching with
the Shares on a 1:4 basis.
(g) Purpose of the issue, including the
intended use of any funds raised by the
issue:
Refer to Section 2.2 for details of the
proposed use of funds.
(h) Voting Exclusion Statement:
A voting exclusion statement applies to
this Resolution.
5. Resolution 5 Ratification of issue of Options
to Lead Manager
5.1 General
As set out in Section 2.3 above, the Company
engaged 62 Capital to act as lead manager
to the January Placement. As consideration
for these services, the Company agreed to
issue 62 Capital 17,500,000 Options on the
same terms as the Options issued under the
January Placement.
The Options were issued pursuant to the
Company’s available placement capacity
under Listing Rule 7.1 together with the
Securities under Tranche 1 of the January
Placement (being on 11 February 2026).
5.2 Listing Rule 7.1 and 7.4
A summary of Listing Rule 7.1 and 7.4 is set out
in Section 3.2 and 3.3 respectively.
The Company wishes to retain as much
flexibility as possible to issue additional equity
securities in the future without having to obtain
Shareholder approval for such issues under
Listing Rule 7.1. Accordingly, the Company is
seeking Shareholder ratification pursuant to
Listing Rule 7.4 for the issue.
5.3 Technical information required by Listing
Rule 14.1A
If this Resolution is passed, the issue will be
excluded in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively increasing
the number of equity securities the Company
can issue without Shareholder approval over
the 12 month period following the date of the
issue.
EXPLANATORY STATEMENT
Critical Resources Limited – 2026 General Meeting 9
If this Resolution is not passed, the issue will be
included in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively decreasing
the number of equity securities that the
Company can issue without Shareholder
approval over the 12 month period following
the date of the issue.
5.4 Technical information required by Listing
Rule 7.4 and 7.5
(a) Names of persons to whom Securities
were issued or the basis on which those
persons were identified/selected:
62 Capital Pty Ltd (or its Nominee(s)).
(b) Number of Securities and class to be
issued:
17,500,000 Options were issued.
(c) Terms of Securities:
The Options will be issued on the terms
and conditions set out in Schedule 1.
(d) Date(s) on or by which the Securities were
issued:
On 11 February 2026.
(e) Price or other consideration the Company
received for the Securities:
The Securities were issued at a nil issue
price, in consideration for lead manager
services provided in connection with the
January Placement.
(f) Purpose of the issue, including the
intended use of any funds raised by the
issue:
The purpose of the issue was to satisfy the
Company’s obligations under the Lead
Manager Mandate.
(g) Voting Exclusion Statement:
A voting exclusion statement applies to
this Resolution.
6. Resolution 6 Ratification of issue of
Securities to Lead Manager
6.1 General
As set out in Section 2.3 above, the Company
engaged 62 Capital to act as lead manager
to the January Placement. As consideration
for these services, the Company has agreed
to pay 62 Capital a fee of 6% of the gross
amount raised, which may be settled in cash
or by issuing Securities on the same terms as
the January Placement.
In accordance with their election, the
Company has issued 10,500,000 Shares and
2,625,000 Options to 62 Capital in lieu of cash
pursuant to the Company’s available
placement capacity under Listing Rule 7.1
together with the Securities under Tranche 1 of
the January Placement (being on 11 February
2026).
Accordingly, this Resolution seeks Shareholder
ratification for the purposes of Listing Rule 7.4
for the issue of 10,500,000 Shares and 2,625,000
Options in consideration for amounts owing to
62 Capital under the Lead Manager Mandate.
6.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in
Section 2.2 above.
The issue does not fit within any of the
exceptions set out in Listing Rule 7.2 and, as it
has not yet been approved by Shareholders, it
effectively uses up part of the 15% limit in
Listing Rule 7.1, reducing the Company’s
capacity to issue further equity securities
without Shareholder approval under Listing
Rule 7.1 for the 12 month period following the
date of the issue.
6.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in
Section 3.3 above.
The Company wishes to retain as much
flexibility as possible to issue additional equity
securities in the future without having to obtain
Shareholder approval for such issues under
Listing Rule 7.1. Accordingly, the Company is
seeking Shareholder ratification pursuant to
Listing Rule 7.4 for the issue.
6.4 Technical information required by Listing
Rule 14.1A
If this Resolution is passed, the issue will be
excluded in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively increasing
the number of equity securities the Company
can issue without Shareholder approval over
the 12 month period following the date of the
issue.
If this Resolution is not passed, the issue will be
included in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively decreasing
the number of equity securities that the
Company can issue without Shareholder
EXPLANATORY STATEMENT
Critical Resources Limited – 2026 General Meeting 10
approval over the 12 month period following
the date of the issue.
6.5 Technical information required by Listing
Rule 7.4 and 7.5
(a) Names of persons to whom Securities
were issued or the basis on which those
persons were or will be
identified/selected:
62 Capital Pty Ltd (or its Nominee(s)).
(b) Number and class of Securities issued:
10,500,000 Shares and 2,625,000 free
attaching Options.
(c) Terms of Securities:
The Shares were fully paid ordinary shares
in the capital of the Company issued on
the same terms and conditions as the
Company’s existing Shares.
The Options were issued on the terms and
conditions set out in Schedule 1.
(d) Date(s) on or by which the Securities were
issued:
On 11 February 2026.
(e) Price or other considera
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