Critical Metals PLC - Results of Share Offer

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").

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1 August 2025

CRITICAL METALS PLC

("Critical Metals" or the "Company") 

Results of Share Offer

Further to the announcement dated 16 July 2025 Critical Metals plc (LSE:CRTM), is pleased to announce that  the Company has conditionally raised total gross proceeds of £79,035  by way of a successful subscription of 3,951,750 New Ordinary Shares of £0.0005 each ("New Ordinary Shares") in the capital of the Company (the "Bookbuild Offer Shares") at an issue price of £0.02 per New Ordinary Share (the "Issue Price") pursuant to the Retail Offer via the Bookbuild platform.  The Company is also pleased to have received applications for 13,176,307 New Ordinary Shares at the Issue Price to raise £263,526.14 from holders of convertible notes issued by the Company under the convertible loan note instrument dated 9 April 2024 ("April CLN Holders") and shareholders who were unable to access the offer via the Bookbuild platform ("Bookbuild Offer").  The Company is not accepting any further applications in respect of the Bookbuild Offer or from April CLN Holders or from shareholders.

As detailed in the Company's circular dated 16 July 2025 ("Circular"), NIU Invest SE ("NIU") had conditionally committed to investment of up to £956,482 by way of subscription for up to 47,824,100 New Ordinary Shares at the Issue Price but agreed that its subscription would be subject to claw back to satisfy applications under the Bookbuild Offer, from other shareholders and from April CLN Holders ("Retail Offer Shares"). Therefore, NIU will now subscribe for 30,696,043 New Ordinary Shares ("NIU Subscription Shares").  In aggregate, therefore, the Company will raise £956,482 from the combined issue of Retail Offer Shares and the NIU Subscription Shares ("New Admission Shares").

Completion of the issue of the New Admission Shares remains subject to various conditions including, the passing of all resolutions at the Company's General Meeting on 4 August 2025, the FCA approving a Simplified Prospectus published by the Company and admission to the Official List of the New Admission Shares ("Admission").   

The New Admission Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue.

Upon the issue of the New Admission Shares and the other share issues detailed in the Circular, NIU will hold 61,402,390 New Ordinary Shares which represent 60.3% of the enlarged share capital of the Company.

The Company will provide further updates in due course in respect of the satisfaction of the other conditions related to the issue of the New Admission Shares.  The Company now expects Admission of the New Ordinary Shares to take place on or around 8 August 2025.

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Further information on the Company can be found on its website at: www.criticalmetals.co.uk