Announcement PDF criticalmineralsgroup.com.au (+61) 755 555 077 Level 4, 10 Eagle Street, Brisbane QLD 4000, Australia info@criticalmineralsgroup.com.au 24 October 2025 Notice of 2025 Annual General Meeting Critical Minerals Group Limited (the Company) advises that the Company’s 2025 Annual General Meeting will be held at Level 15, 100 Edward Street, Brisbane, Queensland, on Monday, 24 November 2025 at 10:30 am (AEST) (Meeting). Attached are copies of the following documents in relation to the Meeting: • Notice of 2025 Annual General Meeting • Sample Proxy Form1 • Sample Access Letter to shareholders1 1 Personalised copies will be sent to each shareholder. This ASX announcement was authorised for release by the Board. For more information: (07)3132 3504 About Critical Minerals Group Critical Minerals Group (ASX: CMG) is a Brisbane-based company uniquely placed to deliver comprehensive and sustainable energy storage solutions to communities worldwide. CMG aspires to be a leading provider of Vanadium Flow Battery energy storage solutions for clients seeking to optimise their energy consumption and infrastructure. Our strategy is deeply aligned with the ongoing domestic and global energy transition and the opportunities it presents. To achieve this CMG is establishing an end to end supply chain which includes the formation of an energy developer capability located in Brisbane, the development of a vanadium mine and processing operation in the Julia Creek region of North Queensland, and a vanadium electrolyte manufacturing facility in South East Queensland. Scott Winter CEO and Managing Director info@criticalmineralsgroup.com.au Notice of Meeting 1 Critical Minerals Group Limited ACN 652 994 726 (Company) NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT Notice is given that the annual general meeting of the Company will be held as follows: Time: 10:30am (AEST) Date: Monday, 24 November 2025 Place: To be held in person at Level 15, 100 Edward Street, Brisbane, Queensland ANNUAL REPORT FOR 2025: https://www.criticalmineralsgroup.com.au/financial-reports The Notice of Annual General Meeting and Explanatory Statement is an important document and should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters on this Notice, please do not hesitate to contact the Joint Company Secretary on +61 428 130 447 or via email at adam@criticalmineralsgroup.com.au. Notice of Meeting 2 NOTICE OF MEETING Notice is given that an annual general meeting (Meeting) of the Shareholders of the Company will be held as follows: Time: 10:30am (AEST) Date: Monday, 24 November 2025 Place: To be held in person at Level 15, 100 Edward Street, Brisbane, Queensland In accordance with section 110D of the Corporations Act, the Company will not be sending hard copies of this notice of annual general meeting (Notice) unless a Shareholder has elected to receive documents in hard copy in accordance with section 110E of the Corporations Act. All Shareholders will be able to access the Notice on the Company’s website at: https://www.criticalmineralsgroup.com.au/. The Company has also provided the Meeting materials on the Company’s ASX Market Announcements Platform. The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice. Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary. Notice of Meeting 3 AGENDA Annual Report To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2025, which includes the Financial Report, the Directors’ Report and the Auditor’s Report. 1. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following as an ordinary resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (as set out in the Directors’ Report) for the year ended 30 June 2025 be adopted.” Note: This vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with section 250R of the Corporations Act, a vote on the Resolution must not be cast (in any capacity) by, or on behalf of: (a) a member of the key management personnel details of whose remuneration are included in the Remuneration Report; or (b) a closely related party of such a member. However, a person (“the voter”) described above may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. 2. Resolution 2: Re-election of Director – Mr. Alan John Broome AM To consider and, if thought fit, to pass the following as an ordinary resolution: “That Mr. Alan John Broome AM, who retires by rotation in accordance with rule 15.4 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.” 3. Resolution 3: Approval of issue of Shares under the Employee Equity Incentive Plan To consider and, if thought fit, to pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)), section 259B(2) of the Corporations Act, section 260C(4) of the Corporations Act and for all other purposes, the Employee Equity Incentive Plan (a summary of which is set out in Annexure A), and future issues of securities under the Employee Equity Incentive Plan within the next three years, as set out in the Explanatory Statement, be approved.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) a person who is eligible to participate in the Employee Equity Incentive Plan; or (b) any associates (as defined in the Listing Rules) of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or Notice of Meeting 4 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 4. Resolution 4: Approval of Additional 10% Placement Facility under ASX Listing Rule 7.1A To consider and, if thought fit, pass the following resolution, with or without amendment, as a Special Resolution: “That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve that the Company may issue (or enter into agreements to issue) Equity Securities representing up to 10% of the issued capital of the Company (calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement As set out in ASX Listing Rule 7.3A.7, a voting exclusion in respect of an approval under Listing Rule 7.1A is only required if, at the time of dispatching the notice of meeting, the entity is proposing to make an issue of Equity Securities under ASX Listing Rule 7.1A.2. As the Company is not proposing to make an issue of Equity Securities under that ASX Listing Rule as at the time of dispatching the Notice, no voting exclusion statement is required for this Resolution. BY ORDER OF THE BOARD Adam Gallagher Joint Company Secretary 24 October 2025 5 Critical Minerals Group Limited ACN 652 994 726 (Company) EXPLANATORY STATEMENT Part A – General 1. Introduction This Explanatory Statement has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held in person at Level 15, 100 Edward Street, Brisbane, Queensland on Monday, 24 November 2025 commencing at 10:30am (AEST). This Explanatory Statement should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Statement is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice. A Proxy Form is included with the Notice. 2. Information for Shareholders Eligibility to vote The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that persons eligible to vote at the Meeting are those who are registered as Shareholders at 7:00pm (AEST) on Saturday 22 November 2025. Each Resolution will be decided by poll. Venue and Voting Information The Meeting of the Shareholders to which this Notice relates will be held at 10:30am (AEST) on Monday, 24 November 2025 at Level 15, 100 Edward Street, Brisbane, Queensland. Shareholders are encouraged to submit any questions in advance of the Meeting to the Company. Questions are to be submitted in writing to the Joint Company Secretary at adam@criticalmineralsgroup.com.au at least 2 business days before the Meeting or otherwise be submitted with the Proxy Form. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect of the Resolutions as well as general questions in respect of the Company and its business. The Company will endeavour to address as many questions as possible during the Meeting. However, there may not be enough time to address all questions. Individual responses will not be sent to Shareholders. Your vote is important The business of the Meeting affects your shareholding, and your vote is important. Voting in person To vote in person, attend the Meeting on the date and at the place set out above. Should it become necessary or appropriate to make alternative arrangements for the holding or conduct of the Meeting, an announcement will be made on the Company’s website and through the ASX Market Announcements Platform. 6 Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on “View Meetings” – “Vote”. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgment Guide at https://www.automicgroup.com.au/virtual-agms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Proxies Shareholders who are entitled to vote at the Meeting have a right to appoint a proxy to attend the Meeting and vote on their behalf. The proxy need not be a Shareholder of the Company and may be an individual or body corporate. If a Shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the proxy appointments do not specify a proportion or number, each proxy may exercise half of the Shareholder’s votes, in which case any fraction of votes will be disregarded. All Shareholders are invited and encouraged to participate in the Meeting in person and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions noted in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting. Even if you plan to attend the Meeting, you are encouraged to submit a Proxy Form before the Meeting so that your vote can be counted if the physical meeting arrangements change and/or if, for any reason, you cannot attend. The Proxy Form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation. Power of Attorney If the Proxy Form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the Proxy Form, unless the power of attorney has already provided it to the Share Registry. Corporate representatives If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Where a Shareholder is a body corporate, the Shareholder may appoint a person to act as its representative to attend the Meeting by providing that person with: (a) a letter or certificate authorising him or her as the corporation’s representative, executed in accordance with the corporation’s constitution; or 7 (b) a copy of the resolution appointing the representative, certified by a secretary or director of the corporation. Directing your proxy how to vote You can direct your proxy how to vote on a particular Resolution by marking the appropriate box on the Proxy Form. If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that item. If you do not mark any particular Resolution and no direction is given, you are appointing your proxy to vote as he or she decides, subject to any voting exclusions that may apply to the proxy. If you appoint a proxy, you may still attend the Meeting. However, your proxy’s rights to speak and vote will be suspended while you are present. Chair of the Meeting appointed proxy A Shareholder may appoint the Chair of the Meeting as proxy. The Chair of the Meeting will be deemed to be the Shareholder’s proxy if the Shareholder submits the Proxy Form but does not name a proxy or if the person appointed as proxy does not attend the Meeting or does not vote on a poll in accordance with the Shareholder’s directions. If the Shareholder provides a voting direction on a particular Resolution, the Chair of the Meeting must vote in accordance with the direction on a poll. Voting prohibition by proxy holders To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment on Resolutions 1 or 3, if the person is either a member of the Company’s or the Group Company’s key management personnel or a closely related party of such a member and the appointment does not specify the way the proxy is to vote on the Resolution. However, the proxy may vote if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of key management personnel. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 or 3, by signing and returning the Proxy Form, you are considered to have provided the Chair of the Meeting with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention, even though the Resolution is connected directly or indirectly with the remuneration of key management personnel. Chair’s voting intention If you appoint the Chair of the Meeting as your proxy, or the Chair is appointed as your proxy by default, please note that the Chair intends to vote all undirected proxies held by him, and which are able to be voted, in favour of all Resolutions. In exceptional circumstances, the Chair may change his voting intention on any Resolution, in which case an ASX announcement will be made. 3. Annual Report In accordance with section 317(1) of the Corporations Act, the Company’s Annual Report (which incorporates the Financial Report, the Directors’ Report and the Auditor’s Report) must be laid before the Annual General Meeting. Apart from the matters involving remuneration, which are required to be voted upon, there is no requirement for Shareholders to approve the Annual Report. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically required to do so. The Company’s Annual Report is available on the Company’s ASX announcement platform at www.asx.com.au. At the Meeting, while Shareholders will be offered the opportunity to: 8 (a) discuss the Annual Report; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements in the Annual Report and the independence of the auditor in relation to the conduct of the audit, no formal resolution to adopt any of the Financial Report, the Directors’ Report or the Auditor’s Report will be put to Shareholders at the AGM. Any written questions to the Chair about the management of the Company, or to the auditor about: (a) the content of the Auditor's Report; and (b) the conduct of the audit, must be submitted no later than 5.00pm on 17 November 2025 to the Joint Company Secretary, Adam Gallagher, by email to adam@criticalmineralsgroup.com.au. Part B – Resolutions 1. Resolution 1: Adoption of Remuneration Report Background The Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the listed company’s remuneration report be adopted must be put to shareholders. The Remuneration Report sets out the Company’s remuneration arrangements for key management personnel (including Directors) for the financial year to 30 June 2025, as well as the remuneration policies of the Company. The Remuneration Report is set out in the Directors' Report section of the Annual Report, which is available online on the Company’s ASX Announcement platform at www.asx.com.au. The Chair will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report at the Meeting. Voting consequences In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors or the Company. Accordingly, if Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Corporations Act provides that if at least 25% of the votes cast on this Resolution are against the adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution at the later annual general meeting proposing that a further general meeting be called to consider the election of Directors of the Company (Spill Resolution). If more than 50% of the votes cast on the Spill Resolution are in favour, a separate general meeting (Spill Meeting) must be held within 90 days. All of the directors of the Company who were in office when the Directors’ Report was approved, other than the managing director, will cease to hold office immediately before the end of the Spill Meeting, but may stand for re-election at the Spill Meeting. Following the Spill Meeting, those persons whose election or re-election as directors of the Company is approved will be the directors of the Company. At the previous annual general meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a Spill Resolution is not required for this Meeting. Voting exclusion A voting exclusion statement for Resolution 1 is included in the Notice. Accordingly, if you intend to appoint a member of the key management personnel (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on Resolution 1. If you intend to appoint the Chair as your proxy, you can direct the Chair how to vote by marking the boxes for Resolution 1 in the Proxy Form. 9 Alternatively, you can choose not to mark any of the boxes for Resolution 1 and instead give the Chair your express authority to vote your undirected proxy. Directors' recommendations As Resolution 1 relates to the remuneration of the Directors, the Board, as a matter of corporate governance, makes no recommendation regarding this Resolution. 2. Resolution 2: Re-election of Director – Mr. Alan John Broome AM Background In accordance with the Company’s Constitution, at each annual general meeting, one-third of the Directors (except for the Managing Director) shall retire from office by rotation. The Director(s) to retire in every year shall be those who have been longest in office since their last election. A retiring Director is eligible for re-election. ASX Listing Rule 14.5 also requires that an election of directors be held at each annual general meeting. Mr. Alan John Broome AM was appointed as a Director on 18 October 2021, and was re-elected as a Director at the Company’s 2023 annual general meeting on 8 November 2023. Being eligible, Mr. Broome AM offers himself for re-election as a Non-Executive Director of the Company at this Meeting. Experience and Qualifications Mr. Broome AM is a professional director and business advisor with more than 40 years’ experience in the metals, mining, and energy industries. Mr. Broome AM currently serves as Chairman Emeritus of Austmine and Micromine. He is the Non-Executive Chairman of Strategic Minerals Plc, New Age Exploration Limited (ASX: NAE) and Nuenz Limited, and is a Non- Executive Director of UON Energy. Mr. Broome AM was previously the chair of the Australian Government Action Agenda promoting Mining Technology and has received multiple honours for his contribution to the sector, including the Order of Australia (AM), the Australian Institute of Export ‘Export Hero’ award, and the inaugural Austmine Life Member Award. Mr. Broome AM is a Fellow of the Australian Institute of Company Directors and the Australian Institute of Mining and Metallurgy, and a Chartered Fellow of the Institute of Directors New Zealand. Mr. Broome AM was appointed Chairman in October 2021. Independence Mr. Broome AM has served as a Director since 18 October 2021 and, as at the date of this Notice, has been a Director of the Company for approximately 4 years. Mr. Broome has been the Chairman of the Company for that time. Having regard to the ASX Principles, the Board considers that Mr. Broome AM qualifies as an independent Director and that his independence has not been impaired during his current tenure. Directors’ Recommendation After appropriate consideration, and taking into account his past performance, contributions to the Company and the current and future needs of the Board and the Company, the Board (with Mr. Broome AM abstaining) unanimously resolved that Mr. Broome’s distinct set of skills and experience, included as stated above, are of obvious and ongoing benefit to the Board. The Board (excluding Mr. Broome AM) unanimously supports the re-election of Mr. Alan John Broome AM and 10 unanimously recommends that Shareholders vote in favour of this Resolution 2. 3. Resolution 3: Approval of issue of Shares under the Employee Equity Incentive Plan Background The Company adopted a new employee equity incentive plan (Plan) in October 2025, a summary of which is set out in Annexure A. Under the Plan, employees may be provided with Shares in the Company. The purpose of the Plan is to: (a) reward employees for their contribution to the Company’s success; (b) align the interests of employees with the long-term interests of the Company and its Shareholders; and (c) help employees build an ownership stake in the Company. The Company considers that the Plan and the future issues of Shares under the Plan will incentivise employees to provide dedicated and ongoing commitment and effort to the Company, aligning the interests of employees and Shareholders. The Plan will also enable the Company to attract and retain skilled and experienced personnel and align their interests with that of the Company. In order to fund the acquisition of Shares under the Plan, the Company may offer Participants an interest free loan (Loan) to be used to subscribe for Shares pursuant to the Plan. The Loan will be non-recourse except against the Plan Shares to which the Loan relates. Further details of the Loan terms under the Plan are set out in the summary in Annexure A. Shareholder approval sought The Board is seeking a number of Shareholder approvals under the Listing Rules and certain sections of the Corporations Act in relation to the Plan by way of this Resolution 3. Further details of those approvals sought are set out below. (a) Listing Rule 7.1 and Listing Rule 7.2, Exception 13(b) Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the number of fully paid ordinary securities it had on issue at the commencement of that 12-month period. Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of Equity Securities under the employee incentive scheme as an exception to Listing Rule 7.1. Accordingly, Resolution 3 seeks Shareholder approval for the issue of Shares under the terms of the Plan within the next three years so that the Company retains the ability to manage its capital requirements efficiently by ensuring that its Listing Rule 7.1 capacity is not diminished by issues of Shares under the Plan. The Board believes that this will provide the Company with flexibility to raise additional capital as and when appropriate. This approval will be effective for a period of three years from the date on which the Resolution is passed by Shareholders. (b) Exemption for security over shares – section 259B(2) of the Corporations Act Under the terms of the Plan, as security for the Loan, each Participant will grant to the Company a pledge of its Shares provided under the Plan. Accordingly, the Company will be entitled to sell those Shares in accordance with the terms of the Plan in order to recover any amounts owed to it under a Loan. Section 259B(1) of the Corporations Act prohibits a company from taking security over its own shares, except as permitted by section 259B(2). Section 259B(2) states that a company may take 11 security over shares in itself under an employee share scheme that has been approved by a resolution passed at a general meeting of the company. As the Plan falls within the definition of employee share scheme for the purposes of the Corporations Act, the Board seeks Shareholder approval for the purposes of section 259B(2) of the Corporations Act in Resolution 3. (c) Financial assistance – section 260C(4) of the Corporations Act The provision of a Loan to Participants to fund the acquisition of Shares issued under the terms of the Plan will constitute “financial assistance” for the purposes of Part 2J.3 of the Corporations Act. Section 260A of the Corporations Act states that a company may financially assist a person to acquire shares in the company only if: (i) giving the assistance does not materially prejudice the interests of the company or its shareholders or the company’s ability to pay its creditors; (ii) the assistance is approved by shareholders under section 260B of the Corporations Act; or (iii) the assistance is exempted under section 260C of the Corporations Act. Section 260C(4) of the Corporations Act provides that financial assistance is exempted from section 260A of the Corporations Act if it is given under an employee share scheme that has been approved by a resolution passed at the general meeting of the company. As the Plan falls within the definition of employee share scheme for the purposes of the Corporations Act, the Board seeks Shareholder approval for the purposes of section 260C(4) of the Corporations Act (as an exemption from section 260A of the Corporations Act) in Resolution 3. Effect of shareholder approval If Resolution 3 is passed, the issue of Shares to Participants under the Plan (up to the maximum number of securities stated in section 3.4 below) will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1 for a relevant 12-month period. The Company will also be permitted to take securit