Conversion of Securities

Critical Mineral Resources PLC

('CMR' or the 'Company')

Purchase of Loan Notes and Issue of Equity

Critical Mineral Resources PLC ('CMR' or the 'Company'), the exploration, metals trading and development company focused on critical metals and minerals in Morocco is pleased to announce the capitalisation of loan notes and the issue of capital. The details are set out below.

Purchase of Loan Notes and Issue of Equity

Further to the Company's RNS dated 17 July 2024 setting out the details of the Convertible Loan Notes, the Company confirms that it has entered into an arrangement with the loan note holders. Under the terms of the settlement deed Mr. Dominic Traynor, a director of the Company will purchase from the loan note holders £325,619.17 of the balance due under the loan notes, in consideration, the loan note holders will be paid £325,619.17 in cash (the "Acquisition").  

In accordance with the terms of the Covertible Loan Notes, Mr Dominic Traynor, a director of the Company will convert the balance into 29,601,743 new ordinary shares of £0.01 each (the "Conversion Shares") at a conversion price of 1.1p per share (the "Conversion").

Following admission of the Conversion Shares, Mr. Traynor has agreed to sell the Conversion Shares to investors arranged by the Company, at the same price per share as the Conversion, being 1.1p (the "Placing"), for a gross consideration of £325,619.17. 

Completion of the Conversion is conditional on, inter alia, the Conversion Shares being admitted to trading on the London Stock Exchange on or around 23 December 2024 ("Admission").

Admission

Application has been made for the Conversion Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange, and admission of the Conversion Shares is expected to occur at 8.00am on or around 23 December 2024. The Conversion Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the enlarged issued share capital of the Company will comprise 114,931,771 ordinary shares of which the Company holds 1,129,592 in treasury and is not permitted to exercise the attached voting rights. Therefore, Total Voting Rights calculations should be based on 113,802,179 to determine if shareholders are required to notify their interest, or a change to their interest, under the Disclosure and Transparency Rules.

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Notes To Editors

Critical Mineral Resources (CMR) PLC is an exploration and development company focused on developing assets that produce key commodities for the global economy including those essential for electrification and the clean energy revolution. Many of these commodities are widely recognised as being at the start of a supply and demand supercycle.

CMR is building a diversified portfolio of high-quality metals exploration and development projects in Morocco, focusing on copper, manganese and potentially other critical minerals and metals. CMR identified Morocco as an ideal mining-friendly jurisdiction that meets its acquisition and operational criteria. The country is perfectly located to supply raw materials to Europe and possesses excellent prospective geology, good infrastructure and attractive permitting, tax and royalty conditions. In 2023, the Company acquired an 80% stake in leading Moroccan exploration and geological services company Atlantic Research Minerals SARL.

Since taking over the CMR in 2022, the current management has completed a comprehensive strategic review and restructuring of the business and implemented its clear strategy to maximise exploration and resource development opportunities for the benefit of all stakeholders. The Company is listed on the London Stock Exchange (CMRS.L). More information regarding the Company can be found at www.cmrplc.com