Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name CRITICAL MINERALS GROUP LIMITED Announcement Type New announcement Date of this announcement 24/4/2025 The Proposed issue is: A standard pro rata issue (including non-renounceable or renounceable) Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable) ASX +security code +Security description CMG ORDINARY FULLY PAID Maximum Number of +securities to be issued 54,028,044 Ex date 29/4/2025 +Record date 30/4/2025 Offer closing date 15/5/2025 Issue date 19/5/2025 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/6 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity CRITICAL MINERALS GROUP 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 ACN 652994726 1.3 ASX issuer code CMG 1.4 The announcement is New announcement 1.5 Date of this announcement 24/4/2025 1.6 The Proposed issue is: A standard +pro rata issue (non-renounceable or renounceable) 1.6a The proposed standard +pro rata issue is: + Non-renounceable Appendix 3B - Proposed issue of securities 2/6 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description CMG : ORDINARY FULLY PAID 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 If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description CMG : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held 3 Appendix 3B - Proposed issue of securities 4 3/6 Appendix 3B - Proposed issue of securities What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 54,028,044 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.13500 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription Shareholders who take up their full entitlement can apply for additional shares under the Top Up Facility. However, there is no guarantee that shareholders will receive all or any of the additional shares. The Top Up Facility is limited to the shortfall from the Entitlement Offer. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements Shares applied for under the Shortfall and Top Up Facility will be placed in accordance with the allocation policy, which will be described in the entitlement offer information booklet. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Part 3C - Timetable 3C.1 +Record date 30/4/2025 3C.2 Ex date 29/4/2025 3C.4 Record date 30/4/2025 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 1/5/2025 Appendix 3B - Proposed issue of securities 4/6 Appendix 3B - Proposed issue of securities 3C.6 Offer closing date 15/5/2025 3C.7 Last day to extend the offer closing date 12/5/2025 3C.9 Trading in new +securities commences on a deferred settlement basis 16/5/2025 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 19/5/2025 3C.12 Date trading starts on a normal T+2 basis 20/5/2025 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 22/5/2025 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Morgans Corporate Limited ACN 010 539 607 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The fees payable under the Lead Manager Mandate to Morgans is a management fee of 2% of the Entitlement Offer proceeds, plus a selling fee of 4% of the gross proceeds raised excluding any funds raised from the Company's largest shareholder, Idemitsu Linfield Pty Ltd. 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Customary legal, share registry and ASIC fees. Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Refer to the use of funds in the announcement released on 23 April 2025. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? Appendix 3B - Proposed issue of securities 5/6 Appendix 3B - Proposed issue of securities 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Eligible countries are Australia and New Zealand. Shareholders in any other jurisdictions will be ineligible unless CMG otherwise determines that they are eligible under all applicable securities laws to receive an offer under the entitlement offer. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries The entitlement offer booklet is expected to be dispatched and released on 1 May 2025 and will be made available on the Company's website https://www.criticalmineralsgroup.com.au/ 3F.6 URL on the entity's website where investors can download information about the proposed issue https://www.criticalmineralsgroup.com.au/ 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No 3F.9 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 6/6