Announcement PDF ASX Announcement ASX: CMG 1 May 2025 Dispatch of Entitlement Offer Documents NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Critical Minerals Group Limited (ASX:CMG), (Critical Minerals Group, CMG, or the Company) refers to its announcement on 24 April 2025 in relation to its three for four pro rata non-renounceable entitlement offer of fully paid ordinary shares (New Shares) to raise up to approximately $7.3 million (Entitlement Offer), and confirms pursuant to ASX Listing Rule 3.17.1 that the attached Offer Booklet and personalised acceptance forms have been dispatched to shareholders. Attached to this announcement are the following: • • • the Entitlement Offer Booklet a sample Entitlement and Acceptance Form the letter to eligible shareholders. The Entitlement Offer opens today and is scheduled to close at 5.00pm (AEST) on 15 May 2025. This announcement was authorised for release to ASX by the Company Secretary. For more information: Scott Winter CEO and Managing Director info@criticalmineralsgroup.com.au (+61) 731 323 504 criticalmineralsgroup.com.au (+61) 731 323 504 Level 15, 100 Edward St, Brisbane QLD 4000, Australia info@criticalmineralsgroup.com.au CRITICAL MINERALS GROUP LIMITED ACN 652 994 726 Entitlement Offer Information Booklet 3 for 4 pro rata non-renounceable entitlement offer at $0.135 per Share to raise up to approximately $7,293,786 (Entitlement Offer) Last date for acceptance and payment: 5.00pm (AEST) on 15 May 2025 If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Lead Manager Legal adviser Table of contents IMPORTANT NOTICES-------------------------------------------------------------------------------------- 1 Chair’s letter ------------------------------------------------------------------------------------------------ 2 Summary of the Entitlement Offer ------------------------------------------------------------------------ 4 Key dates ---------------------------------------------------------------------------------------------------- 4 Enquiries ---------------------------------------------------------------------------------------------------- 4 1 Description and effect of the Entitlement Offer ------------------------------------------------ 5 1.1 Overview 5 1.2 Entitlement Offer 5 1.3 Issue of additional Shares under the Top Up Facility 6 1.4 Placement of Shortfall Shares 6 1.5 Ranking of New Shares 6 1.6 Lead manager 6 1.7 Firm commitments 6 1.8 Eligibility of Shareholders 6 1.9 Allotment 7 1.10 Effect on CMG’s financial position 7 1.11 Risk factors 9 1.12 Information Availability 16 2 ASX Announcements ----------------------------------------------------------------------------- 17 3 How to apply -------------------------------------------------------------------------------------- 18 4 3.1 Shareholder’s choices 18 3.2 Taking up all of your Entitlement and participating in the Top Up Facility 18 3.3 Taking up part of your Entitlement and allowing the balance to lapse 19 3.4 Allow your Entitlement to lapse 19 3.5 Consequences of not accepting your Entitlement 19 3.6 Payment 19 3.7 Entitlement and Acceptance Form is binding 20 3.8 Brokerage and Stamp Duty 20 3.9 Allotment and allocation policy 20 Additional information --------------------------------------------------------------------------- 22 4.1 Details of the Information Booklet 22 4.2 Lead Manager Mandate 22 3441-4546-7193v5 | Entitlement Offer Information Booklet 4.3 Firm commitments 23 4.5 Present substantial shareholder position 23 4.6 Potential effect of the Entitlement Offer 24 4.7 Notice to nominees and custodian 25 4.8 Not investment advice 25 4.9 Disclaimer or representations 25 4.10 Rounding of Entitlements 25 4.11 Trading of Entitlements 25 4.12 Withdrawal of the Entitlement Offer 26 4.13 No cooling off rights 26 5 Definitions ----------------------------------------------------------------------------------------- 27 6 Corporate information---------------------------------------------------------------------------- 29 3441-4546-7193v5 | Entitlement Offer Information Booklet ii IMPORTANT NOTICES This Information Booklet is dated 1 May 2025. Capitalised terms in this section have the meaning given to them in this Information Booklet. The Entitlement Offer is being made without a prospectus under section 708AA Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). This Information Booklet does not contain all of the information which a prospective investor may require to make an informed investment decision. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Information Booklet is important and should be read in its entirety before deciding to participate in the Entitlement Offer. This Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. CMG may make additional announcements after the date of this Information Booklet and throughout the period that the Entitlement Offer is open that may be relevant to your consideration about whether you should participate in the Entitlement Offer. No party other than CMG has authorised or caused the issue of this Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information Booklet. By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares or Top Up Shares through BPAY in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Information Booklet. Neither Morgans Corporate Limited ACN 010 539 607 (Morgans), nor its related bodies corporate or affiliates, nor any of its directors, officers, partners, employees, representatives, contractors, consultants, agents or advisers (together, the Relevant Parties) have authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this Information Booklet and there is no statement in this Information Booklet which is based on any statement made by Morgans or by any Relevant Party. To the maximum extent permitted by law, each Relevant Party expressly disclaims all duties and liabilities (including for fault, negligence and negligent misstatement) in respect of, and makes no representations or warranties regarding, and takes no responsibility for, any part of this Information Booklet or any action taken by you on the basis of the information in this Information Booklet, and makes no representation or warranty as to the fairness, currency, accuracy, reliability or completeness of this Information Booklet. Taxation There will be tax implications associated with participating in the Entitlement Offer and receiving New Shares. CMG considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Shares under this Information Booklet or the subsequent disposal of any New Shares. CMG recommends that you consult your professional tax adviser in connection with the Entitlement Offer. Privacy CMG collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in CMG. By submitting an Entitlement and Acceptance Form, you will be providing personal information to CMG (directly or through the Share Registry). CMG collects, holds and will use that information to assess your Application. CMG collects your personal information to process and administer your shareholding in CMG and to provide related services to you. CMG may disclose your personal information for purposes related to your shareholding in CMG, including to the Share Registry, CMG 's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that CMG holds about you. To make a request for access to your personal information held by (or on behalf of) CMG, please contact CMG through the Share Registry. Governing law This Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in Queensland, Australia. Each Applicant submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts. No representations No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by CMG or any of its officers. Past performance Investors should note that CMG’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) CMG’s future performance including CMG’s future financial position or share price performance. No overseas offering Future performance This Information Booklet (including CMG’s Investor Presentation and ASX announcements included as part of it) and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make that offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States. This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of CMG and certain plans and objectives of the management of CMG. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. This Information Booklet is not to be distributed in, and no offer of New Shares or Top Up Shares is to be made in countries other than Australia and New Zealand. The distribution of this Information Booklet (including an electronic copy) in other jurisdictions may be restricted by law and therefore persons who come into possession of this Information Booklet should seek advice on and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction outside Australia or New Zealand. Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for CMG to lawfully receive your Application Monies. Definitions, currency and time Defined terms used in this Information Booklet are contained in Section 5. All references to currency are to Australian dollars and all references to time are to Australian Eastern Standard Time (AEST), unless otherwise indicated. In this Information Booklet, references to "you" are references to Eligible Shareholders (as defined in Section 1.8) and references to "your Entitlement" (or "your Entitlement and Acceptance Form") are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Shareholders. 3441-4546-7193v5 | Entitlement Offer Information Booklet Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither CMG, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, those forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of CMG. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures. Risks Refer to the ‘Key Risks’ section included in Section 1.11. Trading in New Shares CMG, Morgans, and their respective affiliates and related bodies corporate have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by CMG or CMG’s share registry or failure to maintain your updated details with the CMG’s share registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to. If you are in any doubt as to these matters you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser. Refer to Section 4 for details. Chair’s letter 1 May 2025 Dear Shareholder I am pleased to write to you, as a valued shareholder of Critical Minerals Group Limited (CMG), and offer you the opportunity to participate in CMG’s recently announced 3 for 4 non-renounceable entitlement issue of new ordinary shares in CMG (New Shares) at an issue price of $0.135 per New Share (Entitlement Offer), to raise up to approximately $7,293,786. The proceeds of the Entitlement Offer will be applied to: • Lindfield Project - BFS Study (including bulk sample); • Lindfield Project – environmental approvals; • Vanadium Electrolyte Facility – design procure construct; • Establish BESS preferred supplier; • Operational overheads; and • Transaction fees for the Entitlement Offer. Under the Entitlement Offer, eligible shareholders have the opportunity to invest at the price of $0.135 per New Share. The issue price of $0.135 per New Share represents a 1.1% discount to the 10-day volume weighted average price (VWAP) and a 0% discount to the Theoretical Ex-Rights Price (TERP).1 The number of New Shares you are entitled to subscribe for under the Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that is enclosed in this Information Booklet. If you take up your entitlement, you can also apply for additional shares under a Top Up Facility (refer to section 3 of this Information Booklet for more information). Morgans Corporate Limited (Morgans), is acting as the lead manager to the Entitlement Offer. The Entitlement Offer is non-renounceable and therefore your entitlements will not be tradeable on ASX or otherwise transferable. Other information This Information Booklet contains important information, including: • information on CMG, the Entitlement Offer and key risks for you to consider; • the investor presentation, which was released to ASX on 2 April 2025 and provides information on CMG; 1 The Theoretical Ex-Rights Price (TERP) of $0.135 is calculated using CMG’s closing price on 22 April 2025 assuming proceeds from the Entitlement Offer of $7.3 million. TERP is the theoretical price at which CMG shares should trade immediately following the exdate for the Entitlement Offer assuming 100% take up of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which CMG’s shares trade immediately following the ex-date for the Entitlement Offer will depend on many factors and may not approximate TERP. 3441-4546-7193v5 | Entitlement Offer Information Booklet 2 • instructions on how to apply, detailing how to participate in the Entitlement Offer if you choose to do so, and a timetable of key dates; • a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions; and • instructions on how to take up all or part of your Entitlement via BPAY. The Entitlement Offer closes at 5.00pm (AEST) on 15 May 2025 Please read in full the details on how to submit your application, which are set out in this Information Booklet. For further information regarding the Entitlement Offer, please call the Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 8.30am and 5.30pm (AEST), Monday to Friday, or visit our website at www.criticalmineralsgroup.com.au. You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer. On behalf of the Board of CMG, I encourage you to consider this investment opportunity and thank you for your ongoing support. Yours sincerely Alan Broome AM Chairman 3441-4546-7193v5 | Entitlement Offer Information Booklet 3 Summary of the Entitlement Offer Entitlement Offer Ratio 3 New Shares for every 4 existing CMG ordinary shares Issue Price $0.135 per New Share Size 54,028,044 New Shares Gross proceeds Up to approximately $7,293,786 Key dates Activity Date Announcement of the Entitlement Offer 24 April 2025 Record Date for Entitlement Offer (7.00pm AEST) 30 April 2025 Information Booklet and Entitlement and Acceptance Form despatched 1 May 2025 Entitlement Offer opens 1 May 2025 Closing date for acceptances under Entitlement Offer (5.00pm AEST) 15 May 2025 Announcement of results of Entitlement Offer 19 May 2025 Settlement of New Shares under the Entitlement Offer 20 May 2025 Allotment of New Shares issued under the Entitlement Offer 21 May 2025 Despatch of holding statements for New Shares issued under the Entitlement Offer 21 May 2025 Normal ASX trading for New Shares issued under the Entitlement Offer commences 22 May 2025 Notes: All times are in Australian Eastern Standard Time (AEST). This timetable is indicative only and subject to change. The Directors may vary these dates, with the consent of Morgans, subject to the applicable law and the Listing Rules. An extension of the Closing Date will delay the anticipated date for issue of the New Shares. The Directors also reserve the right not to proceed with the whole or part of the Entitlement Offer any time before the allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants. Enquiries For further information or if you have lost your Entitlement and Acceptance Form and would like a replacement form, you should contact the Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 8.30am and 5.30pm (AEST), Monday to Friday. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser. 3441-4546-7193v5 | Entitlement Offer Information Booklet 4 1 Description and effect of the Entitlement Offer 1.1 Overview The Entitlement Offer is a non-renounceable offer of 3 New Shares for every 4 existing Shares, at $0.135 per New Share to raise up to approximately $7,293,786 (before direct offer costs including fees paid to Morgans as lead manager to the Entitlement Offer, advisers and to providers of specific services to cover share registry, printing and postage costs). The proceeds of the Entitlement Offer will be utilised for: Use of proceeds $000 Lindfield Project - BFS Study (including bulk sample) 550 Lindfield Project – environmental approvals 215 Vanadium Electrolyte Facility – design procure construct 3,750 Establish BESS preferred supplier Operational overheads 1.2 400 2,038 Fund Raising Costs 341 Total funds raised 7,294 Entitlement Offer The Entitlement Offer constitutes an offer to Eligible Shareholders only. Eligible Shareholders who are on CMG’s share register on the Record Date are entitled to acquire 3 New Shares for every 4 Shares held on the Record Date (Entitlement). Fractional Entitlements will be rounded up to the nearest whole number of New Shares. The issue price of $0.135 per New Share represents a discount of 1.1% to the 10-day VWAP and a discount of 0% to the TERP. The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on ASX, nor can they be transferred or otherwise disposed of. An Entitlement and Acceptance Form setting out your Entitlement accompanies this Information Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement. Eligible Shareholders who do not take up all of their Entitlements will have their percentage shareholding in CMG diluted. Eligible Shareholders should be aware that an investment in CMG involves risks. The key risks identified by CMG are summarised in section 1.11. The Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non‑Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73) which allows the Entitlement Offer to be offered without a prospectus, provided certain conditions are satisfied. 3441-4546-7193v5 | Entitlement Offer Information Booklet 5 As a result, the Entitlement Offer is not being made under a prospectus and it is important for Eligible Shareholders to read and understand the information on CMG and the Entitlement Offer made publicly available by CMG, prior to taking up all or part of their Entitlement. In particular, please refer to the materials enclosed in Section 2, CMG's interim and annual reports, other announcements made available at www.asx.com.au and all other parts of this Information Booklet carefully before making any decisions in relation to your Entitlement. 1.3 Issue of additional Shares under the Top Up Facility Any New Shares not taken up by the Closing Date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for additional New Shares under the Top Up Facility. Subject to Section 3.9 and applicable legal and regulatory requirements, there is no cap on the amount of New Shares that Eligible Shareholders can apply to take up under the Top Up Facility. However, there is no guarantee that those Shareholders will receive the number New Shares applied for under the Top Up Facility, or any. The number of New Shares available under the Top Up Facility will not exceed the shortfall from the Entitlement Offer. Any New Shares not taken up by Eligible Shareholders under the Top Up Facility will be placed to either existing or new Shareholders as the discretion of the Directors (refer to Section 1.4 below). 1.4 Placement of Shortfall Shares A shortfall may arise if applications received for New Shares under the Entitlement Offer (including after the completion of the Top Up Facility (if any)) are less than the number of New Shares offered. The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place Shortfall Shares within three months after the Closing Date to either existing or new Shareholders at their discretion. If issued, Shortfall Shares will be issued at a price not less than the Issue Price of New Shares under the Entitlement Offer. Shareholders will not receive any payment or value for the Entitlements not taken up under the Entitlement Offer that are subsequently taken up as Shortfall Shares. 1.5 Ranking of New Shares The New Shares issued under the Entitlement Offer will be fully paid and rank equally with Existing Shares. 1.6 Lead manager Morgans Corporate Limited ACN 010 539 607 (Morgans) has been appointed as the lead manager. 1.7 Firm commitments CMG has received a binding commitment from its major shareholder, Idemitsu Lindfield Pty Ltd, to take up its Entitlement in full, which represents approximately 33.87% of total New Shares offered under the Entitlement Offer. 1.8 Eligibility of Shareholders The Entitlement Offer is being offered to all Eligible Shareholders. 3441-4546-7193v5 | Entitlement Offer Information Booklet 6 An Eligible Shareholder is a Shareholder on the Record Date who: (a) has a registered address on the CMG share register in Australia or New Zealand, or is a Shareholder that CMG has otherwise determined is eligible to participate; and (b) is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States); and (c) is eligible under all applicable securities laws to receive an offer under the Entitlement Offer. All Shareholders who are not Eligible Shareholders are Ineligible Shareholders. Ineligible Shareholders will not be entitled to participate in the Entitlement Offer. CMG, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Shareholder and therefore able to participate in the Entitlement Offer, or an Ineligible Shareholder and therefore unable to participate in the Entitlement Offer. To the maximum extent permitted by law, CMG disclaims all liability in respect of such determination. 1.9 Allotment It is expected that allotment of the New Shares under the Entitlement Offer will take place no more than five Business Days after the close of the Entitlement Offer. New Shares applied for under Top Up Facility will be allocated and allotted in accordance with the allocation policy set out in Section 3.9. Successful Applicants will be notified in writing of the number of New Shares allocated to them as soon as possible following the allocation being made. Trading of New Shares will, subject to ASX approval, occur shortly after allotment. If ASX does not grant quotation of the New Shares, CMG will repay all Application Monies (without interest). It is expected that trading on ASX of New Shares to be issued under the Entitlement Offer will commence at 10.00am (AEST) on 22 May 2025 on a normal settlement basis. Application Monies will be held by CMG on trust for applicants until the New Shares are allotted. No interest will be paid on Application Monies. It is the responsibility of applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. CMG will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by CMG or failure to maintain their updated details with CMG's Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to. If you are in any doubt as to these matters, you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser. 1.10 Effect on CMG’s financial position The pro forma balance sheet shown below has been adjusted to reflect the impact of the Entitlement Offer as if it had taken place at 31 December 2024, comprising: (a) the issue of 54,028,044 New Shares at $0.135 each to raise capital of $7,293,786; and (b) the payment of an estimated $345,079 in costs incurred by CMG in relation to transaction costs for the Entitlement Offer. 3441-4546-7193v5 | Entitlement Offer Information Booklet 7 Pro forma balance sheet 31/12/2024 Raise 31/12/2024 + Transactions Raise Impact $000 $000 $000 Assets Current Assets Cash and cash equivalents Other receivables Total Current Assets 1,205 110 1,315 6,952 8,158 110 8,267 Non-Current Assets Fixed assets Exploration and evaluation assets Right of use asset Other non-current assets Total Non-Current Assets Total Assets 2 3,158 1,979 5,139 6,454 2 3,158 1,979 5,139 13,407 394 91 49 533 394 91 49 533 Non-Current Liabilities Lease liabilities Total Non-Current Liabilities Total Liabilities Net Assets/(Liabilities) 1,900 1,900 2,433 4,021 1,900 1,900 2,433 10,974 Equity Issued capital Reserves Accumulated losses Total Equity 9,315 5,293 4,021 Liabilities Current Liabilities Trade and other payables Lease liabilities Provisions Total Current Liabilities 3441-4546-7193v5 - | Entitlement Offer Information Booklet 6,952 - 16,267 5,293 10,974 8 1.11 Risk factors Exploration and development Exploration and development are high risk speculative undertakings involving a high degree of financial and other risks over a significant period of time. CMG does not give any assurance that continued exploration of any future projects will occur in a timely manner or result in the delineation or discovery of a significant mineral resources. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited. This may negatively impact