ASX:CRR - Proposed issue of securities

Proposed issue of securities - CRR

Released 23 Sep 2026 - 9:27 AM

Announcement PDF Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 1 / 5 Announcement Summary Entity name CRITICAL RESOURCES LIMITED Announcement Type New announcement Date of this announcement 23/9/2026 The Proposed issue is: 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 CRR ORDINARY FULLY PAID 55,585,998 Proposed +issue date 24/11/2031 Refer to next page for full details of the announcement A placement or other type of issue Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 2 / 5 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 ABN Registration Number 12145184667 1.3 ASX issuer code CRR 1.4 The announcement is 1.5 Date of this announcement 23/9/2026 1.6 The Proposed issue is: A placement or other type of issue New announcement Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 3 / 5 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? 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)? Will the proposed issue of this +security include an offer of attaching +securities? Details of +securities proposed to be issued ASX +security code and description CRR : ORDINARY FULLY PAID Number of +securities proposed to be issued 10,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Please describe the consideration being provided for the +securities Shares (completion shares) issued as consideration for the acquisition of 90% interest in the Gonini Project detailed in ASX announcement dated 23 September 2026. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? 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 Will the proposed issue of this +security include an offer of attaching +securities? Yes No No Existing class No Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 4 / 5 or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Details of +securities proposed to be issued ASX +security code and description CRR : ORDINARY FULLY PAID Number of +securities proposed to be issued 45,585,998 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Please describe the consideration being provided for the +securities Gonini introducer fees (5% consideration), payable in progression with project consideration payments, at election of consultant, based on RBA exchange rates and 10 DVWAP at time of issue. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Part 7C - Timetable 7C.1 Proposed +issue date 24/11/2031 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? 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? 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? 59,585,998 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 No Yes No No Existing class Appendix 3B - Proposed issue of securities Appendix 3B - Proposed issue of securities 5 / 5 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? 7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow 10,000,000 shares subject to 12 months voluntary escrow from date of issue. Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.2 Is the proposed issue to be underwritten? 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 Consideration for the acquisition of 90% interest in the Gonini Projects and associated introductory fees. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 7F.2 Any other information the entity wishes to provide about the proposed issue Refer to ASX announcement dated 23 September 2026. 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) No No No Yes No No No

We're issuing 55,585,998 new fully paid ordinary shares in Critical Resources, all connected to the Gonini Project acquisition announced on 23 September 2026.

Of these, 10,000,000 shares are completion shares, issued as part of the consideration for acquiring a 90% interest in the Gonini Project. These shares will be subject to 12 months' voluntary escrow from their issue date.

The remaining 45,585,998 shares relate to introducer fees for the Gonini transaction, payable at 5% of consideration. The exact number depends on the RBA exchange rate and the 10-day volume-weighted average price at the time of issue.

Both parcels are being issued using the company's existing placement capacity under ASX Listing Rule 7.1, without needing separate shareholder approval, and both will rank equally with our existing shares from the date they're issued. The proposed issue date is 24 November 2031.

For shareholders, this means our ownership in Gonini is being funded through shares rather than cash, which affects the number of shares on issue but preserves our cash position. As with any new share issue, existing holders will see a change in the proportion of the company they own.

The full detail behind this transaction sits in our announcement of 23 September 2026, which this filing relates to.

If you have questions about this announcement, we'd encourage you to send them through the question box on this page.

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