Critical Metals Corp 6-K, filed Jun 23, 2026
Critical Metals Corp. (CRML)
About this 6-K
Critical Metals Corp filed this 6-K on June 23, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-41973
Critical Metals Corp.
(Exact name of registrant as specified in its charter)
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
As previously disclosed, on April 29, 2026, Critical Metals Corp. (the “Company”) completed the acquisition of a 50.5% ownership interest in Tanbreez Mining Greenland A/S (“Tanbreez”), which increased the Company’s ownership in Tanbreez to 92.5% (the “Tanbreez Transaction”)
In addition, as previously disclosed, on May 18, 2026, the Company entered into a binding Scheme Implementation Deed under which the Company will acquire all of the issued shares and listed options of European Lithium Ltd. (“European Lithium”) by way of two interdependent schemes of arrangement under Australian law (the “EUR Transaction”). Completion of the EUR Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium. The Transaction is expected to be completed in the second half of 2026.
This Report on Form 6-K is filed to provide (i) the historical financial statements of Tanbreez and European Lithium, as required by Rule 3-05 of Regulation S-X, and (ii) pro forma financial information of the Company giving effect to the Tanbreez Transaction and EUR Transaction, as required by Article 11 of Regulation S-X.
Incorporation by Reference
The information contained in this Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-296156), Form F-3 (File No. 333-294406), Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-3 (File No. 333-293656), Form F-3 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| * | Filed herewith |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Critical Metals Corp. | ||
| By: | /s/ Tony Sage | |
| Name: | Tony Sage | |
| Title: | Chief Executive Officer and Executive Chairman | |
Date: June 22, 2026
3
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in the Registration Statements on Forms F-3 (File Nos. 333-286326, 333-290973, 333-293656, 333-294406, 333-296156 and 333-278400) and Forms S-8 (File Nos. 333-280017 and 333-291195) of our report dated March 28, 2025, relating to the financial statements of Tanbreez Mining Greenland A/S, appearing in Critical Metals Corp.’s Current Report on Form 6-K/A dated May 14, 2026, incorporated by reference in this Current Report on Form 6-K.
/s/ Marcum LLP
Houston, Texas
June 22, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Forms F-3 (File Nos. 333-286326, 333-290973, 333-293656, 333-294406, 333-296156 and 333-278400) and Forms S-8 (File Nos. 333-280017 and 333-291195) of our report dated March 30, 2026, relating to the financial statements of Tanbreez Mining Greenland A/S, appearing in Critical Metals Corp.’s Current Report on Form 6-K/A dated May 14, 2026, incorporated by reference in this Current Report on Form 6-K.
/s/ CBIZ CPAs P.C.
Houston, Texas
June 22, 2026
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in the Report on Form 6-K of Critical Metals Corp. (the “Company”) furnished to the U.S. Securities and Exchange Commission (the “SEC”) on June 22nd 2026 of our report dated June 19th 2026, relating to the consolidated financial statements of European Lithium Limited as of and for the years ended 30 June 2025 and 30 June 2024 (Exhibit 99.2 to such Form 6-K), and to the incorporation by reference in the Registration Statements on Form F-3 (File Nos. 333-296156, 333-278400, 333-294406, 333-290973, 333-286326, and 333-293656) and Form S-8 (File Nos. 333-291195 and 333-280017).
Yours sincerely
SW Audit
Chartered Accountants
Perth, Australia
22 June 2026
| Brisbane Level 15 240 Queen Street Brisbane QLD 4000 T + 61 7 3085 0888 |
Melbourne Level 10 530 Collins Street Melbourne VIC 3000 T + 61 3 8635 1800 |
Perth Level 18 197 St Georges Terrace Perth WA 6000 T + 61 8 6184 5980 |
Sydney Level 7, Aurora Place 88 Phillip Street Sydney NSW 2000 T + 61 2 8059 6800 |
 |
SW Audit ABN 39 533 589 331. Liability limited by a scheme approved
under Professional Standards Legislation.
SW Audit is an independent member of ShineWing International Limited.
Exhibit 99.2
EUROPEAN LITHIUM LIMITED
ABN 45 141 450 624
Consolidated Financial Statements
For the Year Ended 30 June 2025 and 2024
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 1 |
| CONTENTS |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 2 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE YEARS ENDED 30 JUNE 2025 AND 2024 |
| Note | 2025 A$ | 2024 A$ | ||||||||
| Continuing operations | ||||||||||
| Other income | 4 | 1,244,323 | 451,964 | |||||||
| Employee benefits expense | (2,701,604 | ) | (760,809 | ) | ||||||
| Depreciation and amortisation expense | 12 | (8,167 | ) | (18,451 | ) | |||||
| Depreciation and amortisation expense – leased assets | 18 | (41,720 | ) | (55,620 | ) | |||||
| Finance costs | 5 | (1,051,971 | ) | (45,688,280 | ) | |||||
| Exploration expenditure expensed | (399,875 | ) | (292,246 | ) | ||||||
| Exploration expenditure impairment | 13 | (14,496,678 | ) | - | ||||||
| Consulting fees | 5 | (20,103,935 | ) | (2,946,397 | ) | |||||
| Travel expenses | (546,674 | ) | (168,025 | ) | ||||||
| Regulatory and compliance costs | (1,751,481 | ) | (1,123,730 | ) | ||||||
| Gain/(Loss) on fair value of financial assets through profit or loss | 17 | 3,254,138 | 6,811,485 | |||||||
| Share based payment expense | 27 | (49,072,093 | ) | (1,240,592 | ) | |||||
| Share of net losses of associate accounted for using the equity method | 14 | 7,230 | (15,021 | ) | ||||||
| Loss on disposal of fixed asset | 12 | (1,460 | ) | - | ||||||
| Merger expenses | 5 | (4,635,221 | ) | (4,967,583 | ) | |||||
| Listing expenses | 5 | - | (116,840,485 | ) | ||||||
| Gain/(loss) on extinguishment of liability | 363,633 | - | ||||||||
| Foreign exchange gain/(loss) | (1,789,586 | ) | 52,683 | |||||||
| Administration expenses | (25,959 | ) | (149,265 | ) | ||||||
| Promotion / IR / PR | (2,179,590 | ) | (525,008 | ) | ||||||
| Insurance | (3,296,861 | ) | (1,329,897 | ) | ||||||
| Impairment of convertible notes | 11 | (698,294 | ) | - | ||||||
| Gain/(loss) on fair value of warrants | 23 | 76,534 | (31,455,882 | ) | ||||||
| Share of net losses of JV accounted for using the equity method | 16 | 1,084,608 | - | |||||||
| Other expenses | (20,288 | ) | (17,142 | ) | ||||||
| Loss before income tax | (96,790,991 | ) | (200,278,301 | ) | ||||||
| Income tax expense | 6 | - | - | |||||||
| Loss after tax from continuing operations | (96,790,991 | ) | (200,278,301 | ) | ||||||
| Other comprehensive income, net of income tax | ||||||||||
| Items that will be reclassified to profit or loss | ||||||||||
| Exchange differences on translation of foreign operations | 8,023,919 | (2,170,794 | ) | |||||||
| Other comprehensive (loss) for the period, net of income tax | 8,023,919 | (2,170,794 | ) | |||||||
| Total comprehensive (loss) for the year | (88,767,072 | ) | (202,449,095 | ) | ||||||
| Loss for the year attributable to: | ||||||||||
| Members of European Lithium Ltd | (71,492,437 | ) | (194,938,978 | ) | ||||||
| Non-controlling interests | (25,298,554 | ) | (5,339,323 | ) | ||||||
| (96,790,991 | ) | (200,278,301 | ) | |||||||
| Total comprehensive loss for the year attributable to: | ||||||||||
| Members of European Lithium Ltd | (69,758,825 | ) | (197,109,772 | ) | ||||||
| Non-controlling interests | (19,008,247 | ) | (5,339,323 | ) | ||||||
| (88,767,072 | ) | (202,449,095 | ) | |||||||
| Loss per share for the year | ||||||||||
| Basic loss per share (cents per share) | 28 | (6.80 | ) | (14.32 | ) | |||||
| Diluted loss per share (cents per share) | 28 | (6.80 | ) | (14.32 | ) | |||||
The above Consolidated Statement of Comprehensive Income is to be read in conjunction with the
Notes to the Financial Statements
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 3 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| AS AT 30 JUNE 2025 |
| Note | 2025 A$ | 2024 A$ | ||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 7 | 20,021,463 | 5,778,638 | |||||||
| Trade and other receivables | 8 | 252,237 | 1,485,497 | |||||||
| Prepaid expenses | 9 | 1,562,246 | 2,500,542 | |||||||
| Indemnification asset | 22 | 1,714,192 | 1,714,192 | |||||||
| Short term loan receivable | 10 | - | 2,274,383 | |||||||
| Convertible note | 11 | - | 298,869 | |||||||
| Total Current Assets | 23,550,138 | 14,052,121 | ||||||||
| Non-Current Assets | ||||||||||
| Property, plant and equipment | 12 | 5,365 | 8,418 | |||||||
| Deferred exploration and evaluation expenditure | 13 | 60,610,945 | 53,239,237 | |||||||
| Investment in associate | 14 | 1,008,716 | 806,148 | |||||||
| Restricted cash and other deposits | 15 | 23,661,204 | 22,564,947 | |||||||
| Investment in joint venture | 16 | 174,801,266 | 17,681,136 | |||||||
| Financial assets at fair value through profit or loss | 17 | 5,721,395 | 1,390,256 | |||||||
| Right of use asset | 18 | 60,919 | 98,314 | |||||||
| Total Non-Current Assets | 265,869,810 | 95,788,456 | ||||||||
| TOTAL ASSETS | 289,419,948 | 109,840,577 | ||||||||
| LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Trade and other payables | 19 | 27,797,760 | 20,125,155 | |||||||
| Provisions | 20 | 41,901 | 36,274 | |||||||
| Lease liability | 21 | 46,637 | 43,246 | |||||||
| Short term loan | 22 | 1,901,697 | 1,886,948 | |||||||
| Warrants liability | 23 | 62,452,403 | 56,755,581 | |||||||
| Total Current Liabilities | 92,240,398 | 78,847,204 | ||||||||
| Non-Current Liabilities | ||||||||||
| Offtake prepayment | 24 | 22,893,600 | 22,483,950 | |||||||
| Lease liability | 21 | 21,685 | 64,725 | |||||||
| Total Non-Current Liabilities | 22,915,285 | 22,548,675 | ||||||||
| TOTAL LIABILITIES | 115,155,683 | 101,395,879 | ||||||||
| NET ASSETS | 174,264,265 | 8,444,698 | ||||||||
| EQUITY | ||||||||||
| Issued capital | 25 | 153,136,087 | 151,356,087 | |||||||
| Reserves | 26 | 259,198,892 | 86,184,655 | |||||||
| Accumulated losses | (292,793,642 | ) | (221,301,205 | ) | ||||||
| Non controlling interest | 54,722,928 | (7,794,839 | ) | |||||||
| TOTAL EQUITY | 174,264,265 | 8,444,698 | ||||||||
The above Consolidated Statement of Financial Position is to be read in conjunction with the
Notes to the Financial Statements
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 4 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| AS AT 30 JUNE 2025 |
Issued Capital A$ | Accumulated Losses A$ | Share-based payment Reserve A$ | Foreign Currency Translation Reserve A$ | Nasdaq Listing Reserve A$ | Total A$ | Non- A$ | Total
(Deficiency)/ A$ | |||||||||||||||||||||||||
| At 1 July 2023 | 75,725,376 | (26,362,227 | ) | 14,769,159 | 2,171,606 | - | 66,303,914 | - | 66,303,914 | |||||||||||||||||||||||
| Loss for the year | - | (194,938,978 | ) | - | - | - | (194,938,978 | ) | (5,339,323 | ) | (200,278,301 | ) | ||||||||||||||||||||
| Foreign currency exchange differences arising on translation from functional currency to presentation currency | - | - | - | (2,170,794 | ) | - | (2,170,794 | ) | - | (2,170,794 | ) | |||||||||||||||||||||
| Total comprehensive (loss) for the year | - | (194,938,978 | ) | - | (2,170,794 | ) | - | (197,109,772 | ) | (5,339,323 | ) | (202,449,095 | ) | |||||||||||||||||||
| Share Buy Back | (1,302,483 | ) | - | - | - | - | (1,302,483 | ) | - | (1,302,483 | ) | |||||||||||||||||||||
| Issue of shares – Supplier | 250,000 | - | - | - | - | 250,000 | - | 250,000 | ||||||||||||||||||||||||
| Issue of shares - Exercise of Options | 58,341 | - | - | - | - | 58,341 | - | 58,341 | ||||||||||||||||||||||||
| Issue of listed options | - | - | 833,610 | - | - | 833,610 | - | 833,610 | ||||||||||||||||||||||||
| Issue of shares upon completion of merger transaction | 76,624,853 | - | 1,185,189 | 926,383 | 68,406,502 | 147,142,927 | (2,455,516 | ) | 144,687,411 | |||||||||||||||||||||||
| Options issued to directors | - | - | 63,000 | - | - | 63,000 | - | 63,000 | ||||||||||||||||||||||||
| At 30 June 2024 | 151,356,087 | (221,301,205 | ) | 16,850,958 | 927,195 | 68,406,502 | 16,239,537 | (7,794,839 | ) | 8,444,698 | ||||||||||||||||||||||
The above Consolidated Statement of Changes in Equity is to be read in conjunction with the
Notes to the Financial Statements
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 5 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| AS AT 30 JUNE 2025 |
Issued Capital A$ | Accumulated Losses A$ | Share-based payment Reserve A$ | Foreign Currency Translation Reserve A$ | Nasdaq Listing Reserve A$ | Total A$ | Non- A$ | Total A$ | |||||||||||||||||||||||||
| At 1 July 2024 | 151,356,087 | (221,301,205 | ) | 16,850,958 | 927,195 | 68,406,502 | 16,239,537 | (7,794,839 | ) | 8,444,698 | ||||||||||||||||||||||
| Loss for the year | - | (71,492,437 | ) | - | - | - | (71,492,437 | ) | (25,298,554 | ) | (96,790,991 | ) | ||||||||||||||||||||
| Foreign currency exchange differences arising on translation from functional currency to presentation currency | - | - | - | 1,733,612 | - | 1,733,612 | 6,290,307 | 8,023,919 | ||||||||||||||||||||||||
| Total comprehensive (loss) for the year | - | (71,492,437 | ) | - | 1,733,612 | - | (69,758,825 | ) | (19,008,247 | ) | (88,767,072 | ) | ||||||||||||||||||||
| Issue of shares – Placement | 2,000,000 | - | - | - | - | 2,000,000 | - | 2,000,000 | ||||||||||||||||||||||||
| Issue of listed options | - | - | 356,837 | - | - | 356,837 | - | 356,837 | ||||||||||||||||||||||||
| Issue of listed options to advisor | (100,000 | ) | - | 100,000 | - | - | - | - | - | |||||||||||||||||||||||
| CRML – Movements during the year | ||||||||||||||||||||||||||||||||
| - Issue of CRML shares for TM1 acquisition | - | - | 12,339,524 | - | - | 12,339,524 | 1,297,353 | 13,636,877 | ||||||||||||||||||||||||
| - Issue of shares for Tanbreez acquisition | - | - | 135,582,284 | - | - | 135,582,284 | 43,214,764 | 178,797,048 | ||||||||||||||||||||||||
| - Other issue of shares and RSU’s by CRML | - | - | 22,831,930 | - | - | 22,831,930 | 37,013,897 | 59,845,827 | ||||||||||||||||||||||||
| Options issued to directors | - | - | 70,050 | - | - | 70,050 | - | 70,050 | ||||||||||||||||||||||||
| Share issue costs | (120,000 | ) | - | - | - | - | (120,000 | ) | - | (120,000 | ) | |||||||||||||||||||||
| At 30 June 2025 | 153,136,087 | (292,793,642 | ) | 188,131,583 | 2,660,807 | 68,406,502 | 119,541,337 | 54,722,928 | 174,264,265 | |||||||||||||||||||||||
The above Consolidated Statement of Changes in Equity is to be read in conjunction with the
Notes to the Financial Statements
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 6 |
| CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE YEARS ENDED 30 JUNE 2025 AND 2024 |
| Note | 2025 A$ | 2024 A$ | ||||||||
| Cash flows from operating activities | ||||||||||
| Payments to suppliers and employees | (20,631,203 | ) | (3,411,630 | ) | ||||||
| Interest received | 282,981 | 168,995 | ||||||||
| Tax paid | - | (987,003 | ) | |||||||
| Merger expenses | (4,635,221 | ) | (16,654,847 | ) | ||||||
| Grants received | 151,797 | 114,886 | ||||||||
| Net cash (used in) operating activities | 31 | (24,831,646 | ) | (20,769,599 | ) | |||||
| Cash flows from investing activities | ||||||||||
| Cash acquired on Sizzle acquisition | - | 15,117,905 | ||||||||
| Funding of Tanbreez | 16 | (8,095,849 | ) | (7,494,650 | ) | |||||
| Payments for exploration and evaluation | (2,263,608 | ) | (1,605,918 | ) | ||||||
| Investment in listed shares | (1,092,808 | ) | - | |||||||
| Proceeds from the sale of investments | 8,047,094 | - | ||||||||
| Cash acquired on acquisition of subsidiary | 883 | - | ||||||||
| Costs associated with Obeikan Investment Group | (611,921 | ) | - | |||||||
| Payment for property, plant and equipment | (3,362 | ) | - | |||||||
| Net cash provided by / (used in) investing activities | (4,019,571 | ) | 6,017,337 | |||||||
| Cash flows from financing activities | ||||||||||
| Proceeds from capital raisings | 39,469,192 | 2,423,882 | ||||||||
| Funds advanced under Convertible note | (350,000 | ) | ||||||||
| Payment for share issue costs | (2,627,612 | ) | - | |||||||
| Proceeds from the exercise of options | 4,115,598 | 9,307,763 | ||||||||
| Transaction costs related to issue of equity securities or convertible debt securities | - | (76,338 | ) | |||||||
| Receipt of funds from offtake | - | (22,483,950 | ) | |||||||
| Transfer funds to restricted account | - | 22,483,950 | ||||||||
| Short term loan facility | - | (2,290,000 | ) | |||||||
| Repayment of borrowing | 10 | 2,370,986 | 90,518 | |||||||
| Proceeds from issue of new option | 356,837 | - | ||||||||
| Payment for convertible note facility | 11 | (399,425 | ) | (298,869 | ) | |||||
| Principal repayment of lease liability | (47,999 | ) | (31,907 | ) | ||||||
| Share buyback | - | (1,302,483 | ) | |||||||
| Net cash provided by / (used in) financing activities | 42,887,577 | 7,822,566 | ||||||||
| Net (decrease) / increase in cash and cash equivalents | 14,036,360 | (6,929,696 | ) | |||||||
| Cash and cash equivalents at beginning of year | 5,778,638 | 13,144,813 | ||||||||
| Effects on exchange rate fluctuations on cash held | 206,465 | (436,479 | ) | |||||||
| Cash and cash equivalents at end of year | 7 | 20,021,463 | 5,778,638 | |||||||
The above Consolidated Statement of Cash Flows is to be read in conjunction with the
Notes to the Financial Statements
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 7 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 1. | CORPORATE INFORMATION |
The financial report of European Lithium Limited (the Company) and its controlled entities (the Group) for the year ended 30 June 2024 and 2025 was authorised for issue in accordance with a resolution of the directors on 19 June 2026.
European Lithium Limited is a public company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.
| 2. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
| a) | Basis of preparation |
The financial report is a general-purpose financial report, which has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Company is a for-profit entity for the purpose of preparing the consolidated financial statements.
The financial report has also been prepared on the accruals basis and historical cost basis with the exception of the Group’s listed investment which is stated at fair value.
The accounting policies set out below have been applied consistently to all periods presented in the financial report except where stated.
| b) | Going concern |
The consolidated financial statements of the Group have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
For the year ended 30 June 2025 the Group incurred a loss after income tax of A$96,790,991 (30 June 2024: A$200,278,301), net cash outflows from operating activities of A$24,831,646 (30 June 2024: A$20,769,599), a working capital deficit of A$68,690,260 (30 June 2024: A$64,795,083) or a working capital deficit of A$6,237,857 (30 June 2024: A$8,039,502) when excluding warrants liabilities that will be settled in CRML shares and at that date had cash on hand of A$20,021,463 (30 June 2024: A$5,778,638).
For the year ended 30 June 2025, the Group’s ability to continue as a going concern and to continue to fund its planned expanded activities was dependent on:
| ■ | Raising further capital by CRML; |
| ■ | Receiving funds from the exercise of warrants; |
| ■ | Receiving funds from the divestment of its listed shares; |
| ■ | Continued support from non-related party creditors in respect to the payment of overdue amounts; and |
| ■ | Reducing operational costs and spend on exploration. |
Subsequent to 30 June 2025, commencing 9 July 2025 through to 5 February 2026, the Group has divested a portion of its shareholding in CRML through a series of transactions, receiving aggregate net proceeds of approximately A$357,405,903. As a result of these transactions, the Group's cash position has increased substantially
As at 15 June 2026, the Group had cash on hand of approximately A$293.5 million and current liabilities of approximately A$0.3 million and as such the consolidated financial statements of the Group have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 8 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| c) | Application of new and revised accounting standards |
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the IASB that are relevant to the Group and effective for the full year reporting periods beginning on or after 1 July 2024. As a result of this review, the Directors have applied all new and amended Standards and Interpretations that were effective as at 1 July 2024 with no material impact on the amounts presented and the disclosures included in the financial report.
New accounting standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2025 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations has not identified any impact.
| d) | Principles of consolidation |
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. A list of controlled entities is contained in Note 34 to the financial statements.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity and are initially measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the identifiable net assets. This election is made on an acquisition-by-acquisition basis. Subsequent to acquisition date, the carrying amounts of non-controlling interests are adjusted for the non-controlling interests’ share of changes in equity.
All inter-group balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the Parent Entity.
| e) | Significant accounting estimates and assumptions |
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:
Share-based payment transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of unlisted equity-settled transaction is determined using a Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The fair value of listed equity-settled share options granted was based on the fair value of financial instruments traded in active markets based on the quoted market prices at the grant date (note 27).
Warrants
The Group measures the cost of warrants by reference to the fair value of the equity instruments at the date at which they are granted and at reporting date. The fair value of the unlisted warrants is determined using a Black-Scholes or Monte Carlo Simulation (MCS) option pricing model taking into account the terms and conditions upon which the instruments were granted. The fair value of listed warrants was based on the fair value of financial instruments traded in active markets based on the quoted market prices at reporting date (note 23).
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 9 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Deferred taxation
Potential future income tax benefits have not been brought to account at 30 June 2025 because the Directors do not believe that it is appropriate to regard realisations of future income tax benefits as probable.
Deferred exploration and evaluation expenditure
The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely from future exploitation or sale or where activities have not reached a stage which permits a reasonable assumption of the existence of reserves.
| f) | Foreign Currency |
Foreign currency transactions and balances
All foreign currency transactions occurring during the financial year are recognised at the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.
Exchange differences are recognised in the profit or loss in the period in which they arise except those exchange differences which relate to assets under construction for future productive use which are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings.
Functional and presentation currency
Items included in the financial statements of each of the companies within the Group are measured using the currency of the primary economic environment in which they operate (the functional currency). The consolidated financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency.
Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ■ | assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; |
| ■ | income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and |
| ■ | all resulting exchange differences are recognised in other comprehensive income. |
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign operation is sold, a proportionate share of such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 10 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| g) | Exploration and evaluation expenditure |
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
| ■ | the rights to tenure of the area of interest are current; and |
| ■ | at least one of the following conditions is also met: |
| ■ | the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or |
| ■ | exploration and evaluation activities in the area of interest have not at the balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. |
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
| h) | Joint venture |
A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities.
The joint venture is accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognized in profit or loss and the share of the movements in equity is recognized in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture.
Any goodwill or fair value adjustment attributable to the Group’s share in the joint venture is not recognized separately and is included in the amount recognized as investment.
The carrying amount of the investment in joint venture is increased or decreased to recognize the Group’s share of the profit or loss and other comprehensive income of the joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group.
Unrealised gains and losses on transactions between the Group and the joint venture are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.
| i) | Warrants |
Warrants as classified as liabilities because the warrants do not meet the criteria for equity treatment. Accordingly, the Group will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Groups consolidated statement of comprehensive income.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 11 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 3. | SEGMENT INFORMATION |
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. In the case of the Group the CODM are the executive management team and all information reported to the CODM is based on the consolidated results of the Group as one operating segment, as the Group’s activities relate to mineral exploration.
Minerals Exploration cover’s the Group’s main projects including:
| ■ | Wolfsberg (Austria) |
| ■ | Tanbreez (Greenland) |
| ■ | Bretstein-Lachtal Project, Klementkogel Project, and the Wildbachgraben Project (Austria) |
| ■ | Weinebene and Eastern Alps Projects (Austria) |
| ■ | Leinster Lithium (Ireland) |
| ■ | Dobra and Shevchenkivske Projects (Ukraine) |
Whilst the Group receives separate report for each of these projects, these projects have been aggregated into one reporting segment because management considers that they have similar economic characteristics as all three are exploration projects.
The measure of profit or loss for this reportable segment are the same as the amounts presented on the face of the Consolidated Statement of Profit or loss and Other Comprehensive Income. The measure of total assets and liabilities and the amount of investment in associated and JV accounted for by the equity method for this reportable segment are the same as the amounts presented on the face of the Consolidated Statement of Financial position.
Accordingly, the Group has only one reportable segment and the results are the same as the Group results.
| a) | Information by geographical region |
The analysis of the location of non-current assets is as follows:
2025 A$ | 2024 A$ | |||||||
| Australia | 6,274,133 | 1,791,093 | ||||||
| Austria | 84,794,412 | 76,316,227 | ||||||
| Greenland | 174,801,265 | 17,681,136 | ||||||
| 265,869,810 | 95,788,456 | |||||||
| 4. | OTHER INCOME |
2025 A$ | 2024 A$ | |||||||
| Interest revenue | 744,121 | 231,388 | ||||||
| Interest on short term loan (note 10) | 96,603 | 74,901 | ||||||
| Interest on convertible loan note | 11,411 | - | ||||||
| Grants received | 152,533 | 114,885 | ||||||
| Other income | 239,655 | 30,790 | ||||||
| 1,244,323 | 451,964 | |||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 12 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 5. | EXPENSES FROM CONTINUING OPERATIONS |
2025 A$ | 2024 A$ | |||||||
| Finance expenses | ||||||||
| Issue of 1,000,000 warrants to Empery (note 23) | - | (556,718 | ) | |||||
| Issue of 1,814,797 warrants to GEM (note 23) | - | (41,486,893 | ) | |||||
| Issue of 294,600 warrants to PIPE brokers | (39,713 | ) | - | |||||
| GEM payable | 170,218 | (3,271,089 | ) | |||||
| Interest expense - leased assets | (8,431 | ) | (18,398 | ) | ||||
| Bank fees | (89,629 | ) | (96,648 | ) | ||||
| Brokerage fees | (3,772 | ) | (13,025 | ) | ||||
| Financing costs | (818,765 | ) | (168,441 | ) | ||||
| Other expenses | (261,879 | ) | (77,068 | ) | ||||
| (1,051,971 | ) | (45,688,280 | ) | |||||
2025 A$ | 2024 A$ | |||||||
| Consulting fees | ||||||||
| Taxation advisors | (511,081 | ) | (37,208 | ) | ||||
| Strategy | (452,016 | ) | (26,770 | ) | ||||
| Company secretarial advisors | (60,000 | ) | (60,000 | ) | ||||
| Legal fees (a) | (17,380,804 | ) | (1,939,074 | ) | ||||
| Accounting fees | (764,313 | ) | (214,581 | ) | ||||
| Government Affairs | (259,623 | ) | - | |||||
| General | (676,098 | ) | (668,764 | ) | ||||
| (20,103,935 | ) | (2,946,397 | ) | |||||
| (a) | The legal fees of CRML include an accrued amount of US$8,300,000 (A$12,824,110) in respect to the BTC convertible note (non-recourse against BTC price) transaction (refer to ASX announcement released 22 January 2025). |
2025 A$ | 2024 A$ | |||||||
| Merger expenses | ||||||||
| Merger expenses (a) | (4,635,221 | ) | (4,967,583 | ) | ||||
| (4,635,221 | ) | (4,967,583 | ) | |||||
| (a) | On 1 March 2024, the Company announced the completion of the business combination agreement with Sizzle Acquisition Corp., a US special purpose acquisition company listed on NASDAQ (NASDAQ:SZZL) (Sizzle), pursuant to which EUR combined its wholly owned Wolfsberg Lithium Project (Wolfsberg Project) with Sizzle via a newly-formed, lithium exploration and development company named “Critical Metals Corp” (Critical Metals or CRML) which is listed on the NASDAQ (Transaction). Critical Metals commenced trading on the NASDAQ on 28 February 2024. Merger expenses relate directly to this Transaction. |
2025 A$ | 2024 A$ | |||||||
| Listing expenses | ||||||||
| IFRS 2 listing expenses (note 31) | - | (104,220,007 | ) | |||||
| Issue of 122,549 CRML shares to GEM to settle financing costs | - | (2,882,306 | ) | |||||
| Gain/loss on extinguishment of liabilities | - | (9,738,172 | ) | |||||
| - | (116,840,485 | ) | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 13 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 6. | INCOME TAX |
2025 A$ | 2024 A$ | |||||||
| Major components of income tax expense for the year are: | ||||||||
| Income statement | ||||||||
| Current income tax charge/(benefit) | - | - | ||||||
| Statement of changes in equity | ||||||||
| Income tax expense reported in equity | - | - | ||||||
A reconciliation of income tax expense/(benefit) applicable to accounting profit/(loss) before income as at the statutory income tax rate to income tax expense/(benefit) at the Groups effective income tax rate for the year is as follows:
2025 A$ | 2024 A$ | |||||||
| Loss from ordinary activities before income tax expense | (96,790,991 | ) | (200,278,301 | ) | ||||
| Prima facie tax benefit on loss from ordinary activities at 30.0% (2024: 30%) | (29,037,297 | ) | (60,083,490 | ) | ||||
| Tax effect of amounts which are not deductible (taxable) in calculating taxable income: | ||||||||
| Non-deductible expenses | 15,426,119 | 54,588,440 | ||||||
| Deferred tax movements not recognised | 10,049,683 | 865,959 | ||||||
| Taxable capital gain | 4,370,813 | - | ||||||
| Tax rate differential | 3,800,334 | 1,141,788 | ||||||
| Recognition of previously unrecognised deferred tax amounts | (4,609,652 | ) | 3,487,303 | |||||
| - | - | |||||||
Unrecognised deferred tax assets have not been recognised in respect of the following items:
2025 A$ | 2024 A$ | |||||||
| Unrecognised temporary differences | ||||||||
| Deferred tax assets (at 30.0%) (2024: 30%) | ||||||||
| Accrued expenses | - | 2,400 | ||||||
| Exploration expenditure | 7,532,365 | 117,708 | ||||||
| Financial assets | (2,598,213 | ) | (1,612,987 | ) | ||||
| Capital raising costs | 33,185 | 74,735 | ||||||
| Joint venture | 9,981 | - | ||||||
| Fixed assets | (415 | ) | - | |||||
| Right of use assets | (1,561 | ) | (3,122 | ) | ||||
| Lease liabilities | 1,711 | 3,269 | ||||||
| Trade and other receivables | 152 | - | ||||||
| Start up organisation expenses (foreign) | - | 301,132 | ||||||
| Carry forward tax losses – revenue | 10,167,923 | 12,285,772 | ||||||
| Carry forward tax losses – capital | - | 1,688,459 | ||||||
| Other | 7,780,976 | (22,164 | ) | |||||
| 22,926,104 | 12,835,202 | |||||||
| Deferred tax liabilities (at 30.0%) (2024: 30%) | ||||||||
| Net unrecognised deferred tax asset/(liability) | 22,926,104 | 12,835,202 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 14 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Potential future income tax benefits arising from tax losses have not been brought to account at 30 June 2025 and 2024 because the directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable. These benefits will only be obtained if:
| ■ | assessable income is derived of a nature and of amount sufficient to enable the benefit from the deductions to be realised; |
| ■ | the Group continues to comply with the conditions for deductibility imposed by law; and |
| ■ | no changes in tax legislation adversely affect the realisation of the benefit from the deductions. |
The Group is subject to taxation for its consolidated subsidiaries at the rates applicable in the respective tax jurisdictions:
| ■ | Australia – Profits are taxed at the standard corporate income tax rate of 30%. |
| ■ | Austria - Profits are taxed at the standard corporate income tax (CIT) rate of 23% in Austria (2024: 23%), regardless of whether profits are retained or distributed. For the net unrecognised deferred tax asset as of 30 June 2025 a tax rate of 23% was used and for the net unrecognised deferred tax asset as of 30 June 2024 a tax rate of 23% was used based on the assessment of the future utilization by the management. Tax losses can be carried forward in Austria without time limitation. In general tax losses carried forward can be offset against taxable income only up to a maximum of 75% of the taxable income for any given year. |
| ■ | United States - The profits are taxed at the rate of 21% at the US Federal taxation level, without being subject to state taxation in the United States. |
| ■ | United Kingdom – Profits are taxed at the rate of 25%. |
| ■ | British Virgin Islands - BVI Business companies are exempt from any taxation, regardless their source of income. |
| 7. | CASH AND CASH EQUIVALENTS |
2025 A$ | 2024 A$ | |||||||
| Cash at bank and in hand | 20,021,463 | 5,778,638 | ||||||
| 20,021,463 | 5,778,638 | |||||||
Cash at bank earns interest at floating rates based on daily bank deposit rates.
| 8. | TRADE AND OTHER RECEIVABLES |
2025 A$ | 2024 A$ | |||||||
| Trade and other receivables | 75,353 | 118,874 | ||||||
| Security deposit | 7,097 | 6,359 | ||||||
| GST / VAT receivable | 151,019 | 211,616 | ||||||
| Interest receivable on restricted cash | - | 62,393 | ||||||
| Funds receivable in respect to the exercise of CRML warrants | - | 1,063,118 | ||||||
| Other receivables | 18,768 | 23,137 | ||||||
| 252,237 | 1,485,497 | |||||||
These amounts arise from the usual operating activities of the Group and, with the exception of interest receivable on restricted cash, are non-interest bearing. The debtors do not contain any overdue or impaired receivables. The lifetime expected credit loss allowance is not material.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 15 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 9. | PREPAID EXPENSES |
2025 A$ | 2024 A$ | |||||||
| Prepaid insurance | 1,433,702 | 2,446,701 | ||||||
| Other prepaid expenses | 128,544 | 53,841 | ||||||
| 1,562,246 | 2,500,542 | |||||||
| 10. | SHORT TERM LOAN |
2025 A$ | 2024 A$ | |||||||
| Short term loan | - | 2,274,383 | ||||||
| - | 2,274,383 | |||||||
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 2,274,383 | - | ||||||
| Drawdown of loan | - | 2,290,000 | ||||||
| Repayment of loan | (2,370,986 | ) | (90,518 | ) | ||||
| Accrued interest (note 4) | 96,603 | 74,901 | ||||||
| Balance at end of year | - | 2,274,383 | ||||||
On 14 September 2023, the Company entered into a loan agreement and advanced funds of A$200,000 to Cyclone Metals Ltd (ASX: CLE). This loan was repayable by 31 December 2024 and accrued interest of 7.5% per annum. On 19 October 2023, the Company entered into a further loan agreement with CLE and advanced funds of A$90,000. On 16 November 2023, CLE repaid this loan, including accrued interest of A$518 to the Company. On 12 March 2024, the Company entered into a further loan agreement with CLE and advanced funds of A$2,000,000. This loan was repayable on 31 December 2024 and accrued interest of 10.0% per annum. During the year, the loans of A$2,370,986 were repaid in full, with the associated security over assets of CLE removed, with a nil balance owing at 30 June 2025.
| 11. | CONVERTIBLE NOTE |
2025 A$ | 2024 A$ | |||||||
| Convertible loan note | - | 298,869 | ||||||
| - | 298,869 | |||||||
2025 A$ | 2024 A$ | |||||||
| Carrying value at beginning of year | 298,869 | - | ||||||
| Additions | 399,425 | 298,869 | ||||||
| Impairment of convertible notes | (698,294 | ) | - | |||||
| Carrying value at end of year | - | 298,869 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 16 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
On 4 January 2024, the Company subscribed for convertible loan notes of US$200,000 in Pan African Niger Limited (PANL). Interest accrues at 20% per annum and is repayable or convertible by 31 December 2025 (Convertible Note). The Company may elect to convert the Convertible Note into shares based on the market value price per PANL share at the date of conversion discounted by 50%.
On 7 March 2025, the Company subscribed for convertible loan notes of US$250,000 (A$399,425) with PANL which accrues interest at 20% per annum and is repayable or convertible by 7 March 2026. The Company may elect to convert the Convertible Note into shares based on the market value price per PANL share at the date of conversion discounted by 50%.
As at 30 June 2025, the Company impaired the carrying values of the convertible notes to nil.
| 12. | PROPERTY, PLANT AND EQUIPMENT |
2025 A$ | 2024 A$ | |||||||
| Cost | 74,350 | 64,176 | ||||||
| Accumulated depreciation | (68,985 | ) | (55,758 | ) | ||||
| 5,365 | 8,418 | |||||||
2025 A$ | 2024 A$ | |||||||
| Carrying value at beginning of year | 8,418 | 26,837 | ||||||
| Additions | 3,362 | - | ||||||
| Assets written off | (1,460 | ) | - | |||||
| Depreciation charge for the year | (8,167 | ) | (18,451 | ) | ||||
| Foreign exchange | 3,212 | 32 | ||||||
| Carrying value at end of year | 5,365 | 8,418 | ||||||
| 13. | DEFERRED EXPLORATION AND EVALUATION EXPENDITURE |
2025 A$ | 2024 A$ | |||||||
| Exploration and evaluation phases: | ||||||||
| Balance at beginning of period | 53,239,237 | 52,694,287 | ||||||
| Expenditure incurred | 1,877,163 | 1,558,682 | ||||||
| Acquisition of tenements (note 30) | 13,632,279 | - | ||||||
| Impairment of exploration expenditure (i) | (14,496,678 | ) | - | |||||
| Foreign exchange movement | 6,358,944 | (1,013,732 | ) | |||||
| Balance at end of period | 60,610,945 | 53,239,237 | ||||||
| (i) | During the year ended 30 June 2025, the Group recognised impairment losses in respect of capitalised exploration and evaluation of A$14,496,678 (30 June 2024: A$nil). The impairment made was recognised in respect to the Leinster Lithium Project and the Austrian Lithium Project noting that current and planned exploration activities on these projects is relatively minimal given global lithium prices. The Group continues to expend amounts in order to meet minimum spend commitments on the Leinster Lithium Project and the Austrian Lithium Project in order to retain tenure. |
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation or sale of the respective areas.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 17 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 14. | INVESTMENT IN ASSOCIATE |
2025 A$ | 2024 A$ | |||||||
| Investments in associates | 1,008,716 | 806,148 | ||||||
| a) | Investment details |
2025 A$ | 2024 A$ | |||||||
| Percentage held at reporting date – EV Resources (i) | 20 | % | 20 | % | ||||
| Percentage held at reporting date – John Wally (ii) | 50 | % | 50 | % | ||||
| (i) | On 11 May 2021, the Company announced that it had entered into a Collaboration Agreement with EV Resources Limited (ASX: EVR) (EVR) and an agreement to acquire a 20% interest in Jadar’s Austrian Lithium assets. EVR holds an 80% interest in the Austrian incorporate subsidiary EV Resources GmbH, the holder of the Weinebene and Eastern Alps Projects which lies 20km to the east of the Company’s Wolfsberg Project. On 29 February 2024 in accordance with the terms of the merger Transaction, the 20% interest in EV Resources GmbH was transferred from the Company to Critical Metals Corp. |
| (ii) | The Company holds a 50% interest in the Australian incorporated entity John Wally Resources Pty Ltd (John Wally). This investment is equity accounted given the existence of joint control and the significant influence the Company has on John Wally through Mr Sage’s role on the board and the interchange of management personnel. |
| b) | Movement in the carrying amount of the investment in associates |
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 806,148 | 666,390 | ||||||
| Cash investment | 186,092 | 168,056 | ||||||
| Share of net losses recognised during the year | 7,230 | (15,021 | ) | |||||
| Foreign exchange | 9,246 | (13,277 | ) | |||||
| Balance at end of year | 1,008,716 | 806,148 | ||||||
| c) | Summarised financial information based on unaudited accounts |
EV Resources GmbH
2025 A$ | 2024 A$ | |||||||
| Current assets | 13,819 | 5,119 | ||||||
| Non-current assets | 524,015 | 450,255 | ||||||
| Current liabilities | (699,097 | ) | (646,596 | ) | ||||
| Non-current liabilities | - | - | ||||||
| Equity | 161,263 | 191,222 | ||||||
| Group’s carrying amount of the investment | 534,288 | 514,491 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 18 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
EV Resources GmbH has no contingent liabilities, capital commitments or bank guarantees on issue as at 30 June 2025.
2025 A$ | 2024 A$ | |||||||
| Revenue and other income | - | - | ||||||
| Depreciation | - | - | ||||||
| Profit/(Loss) before tax | 52,757 | (34,738 | ) | |||||
| Income tax expense | - | - | ||||||
| Profit/(Loss) for the year | 52,757 | (34,738 | ) | |||||
| Total comprehensive (loss) for the year | - | - | ||||||
| Group’s share of profit/(loss) for the year | 10,551 | (6,948 | ) | |||||
John Wally
2025 A$ | 2024 A$ | |||||||
| Current assets | - | - | ||||||
| Non-current assets | 441,158 | 261,708 | ||||||
| Current liabilities | - | - | ||||||
| Non-current liabilities | - | - | ||||||
| Equity | 447,158 | 261,708 | ||||||
| Group’s carrying amount of the investment | 474,428 | 291,657 | ||||||
John Wally has no contingent liabilities, capital commitments or bank guarantees on issue as at 30 June 2025.
2025 A$ | 2024 A$ | |||||||
| Revenue and other income | - | - | ||||||
| Depreciation | - | - | ||||||
| Loss before tax | (6,642 | ) | (16,145 | ) | ||||
| Income tax expense | - | - | ||||||
| Loss for the year | (6,642 | ) | (16,145 | ) | ||||
| Total comprehensive (loss) for the year | (6,642 | ) | (16,145 | ) | ||||
| Group’s share of (loss) for the year | (3,321 | ) | (8,073 | ) | ||||
| d) | Impairment assessment |
The carrying amount of the investments in associates were assessed for impairment at 30 June 2025 and 2024. As at 30 June 2025 and 2024, management are of the view that no indication of impairment at the reporting date.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 19 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 15. | RESTRICTED CASH AND OTHER DEPOSITS |
2025 A$ | 2024 A$ | |||||||
| Term deposits (i) | 84,588 | 80,997 | ||||||
| Funds held on deposit against offtake prepayment (ii) | 23,576,616 | 22,483,950 | ||||||
| 23,661,204 | 22,564,947 | |||||||
| (i) | Restricted cash relates to the bank guarantees provided by ECM Lithium AT GmbH to the value of €20,000 in respect of any unrepaired damage to property at the Wolfsberg Project. These deposits are subject to restrictions and are therefore not available for general use by the entities within the Group. |
| (ii) | On 1 June 2024, Bayerische Motoren Werkte Aktiengesellschaft (BMW) transferred funds of US $15 million to ECM Lithium GmbH in relation to the offtake of battery grade lithium hydroxide (LiOH) from the Wolfsberg Project. The Balance at 30 June 2025 includes accrued interest of US$447,516. The funds are held in a deposit account secured against a bank guarantee (note 24) and are to be offset against LiOH delivered to BMW. |
| 16. | INVESTMENT IN JOINT VENTURE |
2025 A$ | 2024 A$ | |||||||
| Shares in Tanbreez Mining Greenland A/S | 174,801,266 | 17,681,136 | ||||||
| 174,801,266 | 17,681,136 | |||||||
Tanbreez Mining Greenland A/S (Tanbreez) is a company incorporated and domiciled in Greenland.
| a) | Movement in the carrying amount of the investment in joint venture |
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 17,681,136 | - | ||||||
| Purchase of shares in Tanbreez Mining Greenland A/S (i) | 147,816,344 | 7,494,650 | ||||||
| Cash investments | 3,144,054 | - | ||||||
| Invoices paid by CRML on behalf of JV | 4,951,794 | - | ||||||
| Share of profits recognised during the year | 1,084,608 | - | ||||||
| Foreign exchange | 123,330 | - | ||||||
| Reclassification from financial assets at fair value through profit or loss (note 17) | - | 10,186,486 | ||||||
| Financial assets at fair value through profit or loss at end of period | 174,801,266 | 17,681,136 | ||||||
| (i) | On 5 June 2024, Critical Metals Corp (CRML) entered into a heads of agreement to acquire 92.5% of the issued capital of Rimbal Pty Ltd (Vendor) which is the registered holder of 92.5% of the issued capital of Tanbreez Mining Greenland A/S (Tanbreez) which holds the only exploitation permit for rare earths in Greenland (HOA). The HOA was comprised of the following stages: |
| a) | Initial Investment of US$5,000,000 (A$7,494,650) to acquire a 5.55% equity interest in Tanbreez |
| b) | Stage 1 interest – Issue of US$90,000,000 of shares in CRML subject to holding lock until 28 February 2025 to acquire a 36.45% equity interest in Tanbreez |
| c) | Stage 2 interest – Issue of US$116,000,000 of shares in CRML equal to 95% of the closing price of CRML shares on the date upon which CRML meets a minimum of US$10 million on the permit within 2 years to acquire a 50.50% equity interest in Tanbreez |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 20 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Under the terms of the HOA, if the closing price of CRML shares upon expiration of the lock up period, being 28 February 2025, is less than the issue price of shares issued under the Stage 1 interest, then CRML will issue the vendor an additional number of shares equal to the difference between the Stage 1 interest in shares and the value of these shares at the end of the lock up period, provided however that this number of shares does not exceed 5,000,000 shares. On 28 April 2025, CRML issued Rimbal an additional 5,000,000 shares at an issue price of $1.37 per share equating to a deemed value of $6,850,000 (note 25).
Under the terms of the HOA, CRML has the right to appoint two directors to the board of Tanbreez. On 2 July 2024, Tony Sage was appointed as CRML’s representative on the Board of Tanbreez.
The Vendor is a company controlled by geologist Gregory Barnes. Under the terms of the HOA, at completion of Stage 1 Interest, Gregory Barnes was appointed Strategic advisor to the board of CRML.
On 12 June 2025, CRML advanced funding of US$2,000,000 to Tanbreez which is included in the cash investments sum disclosed above. Subsequent to the year end on 9 July 2025, Tanbreez issued 100 ordinary shares to CRML, converting the US$2,000,000 funding received from CRML to share capital. CRML increased it’s shareholding in Tanbreez from 42% to 42.001%.
As at 30 June 2025, the CRML Group had completed the Initial Investment and Stage 1 interest and held an interest of 42.0% interest in Tanbreez. In addition, the Company holds a 7.5% interest in Tanbreez and consequently held a 49.5% interest in Tanbreez as at 30 June 2025.
During the years ended 30 June 2025 and 2024 the Company has undertaken a review for the impairment of assets and not identified any triggers of impairment.
Significant judgements
Significant judgements and assumptions made in determining that CRML has joint control of Tanbreez:
| ■ | In accordance with the HOA, CRLM is funding Tanbreez’s exploration activities. CRML has assessed that CRML and Rimbal jointly control Tanbreez’s business activities because: |
| o | Rimbal and CRML have equal representation on Tanbreez’s Board of Directors and as such there is required to be unanimous consent on Board decisions and |
| o | Mr Greg Barnes, being Tanbreez’s General Manager and Chief Geologist cannot be removed by CRML without Rimbal’s approval, noting that Rimbal is owned by Mr Greg Barnes. |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 21 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| b) | Summarised financial information based of Tanbreez |
2025 A$ | 2024 A$ | |||||||
| Current assets | 1,520,994 | - | ||||||
| Non-current assets | 55,093,810 | - | ||||||
| Current liabilities | (54,286,342 | ) | - | |||||
| Equity | (5,380,942 | ) | - | |||||
| Group’s carrying amount of the investment | (2,259,996 | ) | - | |||||
2025 A$ | 2024 A$ | |||||||
| Revenue and other income | 4,619,010 | - | ||||||
| Depreciation | (238 | ) | - | |||||
| Profit before tax | 2,582,402 | - | ||||||
| Income tax expense | - | - | ||||||
| Profit for the year | 2,582,402 | - | ||||||
| Total comprehensive income/(loss) for the year | - | - | ||||||
| Group’s share of profit/(loss) for the year | 1,084,608 | - | ||||||
The joint venture has no contingent liabilities or capital commitments as at 30 June 2025.
| c) | Subsequent events |
On 9 July 2025 Tanbreez issued 100 ordinary shares to CRML, converting the US$2,000,000 funding advanced from CRML to share capital. CRML increased it’s shareholding in Tanbreez from 42% to 42.001%.
On 30 July 2025 Tanbreez issued 100 ordinary shares to CRML, converting the US$1,000,000 funding advanced from CRML to share capital. CRML increased it’s shareholding in Tanbreez from 42% to 42.002%.
On 12 August 2025, CRML announced the appointment of Mathias Barfod as the CRML’s President of Greenland Operations.
On 4 September 2025 Tanbreez issued 100 ordinary shared to CRML, converting the US$1,000,000 funding advanced from CRML to share capital. CRML increased it’s shareholding in Tanbreez from 42.002% to 42.003%.
On 2 October 2025, the Company announced that CRML entered into Amendment No. 1 to the Amended and Restated Heads of Agreement (the HoA Amendment) with Rimbal Pty. Ltd. (Rimbal). The HoA Amendment amends the Amended and Restated Heads of Agreement, dated as of 19 July 2024 between the Company and Rimbal, which is the agreement that sets forth the terms by which the Company can acquire an up to 92.5% ownership interest in the Tanbreez Green Rare Earth Mine (Tanbreez). The HoA Amendment, among other things, (i) removes the Company’s obligation to invest $10 million in Tanbreez to increase its ownership stake in Tanbreez to 92.5% and (ii) upon approval from the Greenlandic Mineral Resources Authority of Rimbal’s transfer of Tanbreez to the Company, obligates the Company to increase its ownership in Tanbreez from 42% to 92.5% in exchange for the issuance of 14,500,000 ordinary shares, par value $0.001 per share, of CRML (Ordinary Shares) to Rimbal. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company.
On 28 October 2025 Tanbreez issued 100 ordinary shares to CRML, converting the $3,000,000 funding advanced from CRML to share capital.
On 13 February 2026 Malcolm Day, director of CRML was appointed to the Board of Tanbreez.
On 27 February 2026, Mathias Barfod provided his notice of termination as Chief Executive Office of CRML’s President of Greenland Operations. Mathias Barfod will continue to serve in the role of Chief Executive Officer until 29 May 2026.
On 20 April 2026, the Company announced that that the Government of Greenland has approved the transfer of the remaining 50.5% interest in the Tanbreez Greenland Rare Earth Mine to CRML, bringing CRML’s total ownership to 92.5%. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 22 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 17. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
2025 A$ | 2024 A$ | |||||||
| Shares in Cyclone Metals Limited (ASX: CLE) | 5,464,729 | 1,180,257 | ||||||
| Shares in CuFe Limited (ASX: CUF) | 90,000 | 210,000 | ||||||
| Shares in Moab Minerals Limited (ASX: MOM) | 166,666 | - | ||||||
| Financial assets at fair value through profit or loss at end of period | 5,721,395 | 1,390,256 | ||||||
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 1,390,256 | 4,765,257 | ||||||
| Purchase of listed investments – CLE Rights Issue | 592,808 | - | ||||||
| Purchase of listed investments – Shares in MOM | 500,000 | - | ||||||
| Sale of listed investments | (377,218 | ) | - | |||||
| Gain/(loss) in fair value from revaluation of unlisted investments | 3,254,138 | 6,811,485 | ||||||
| Reclassification to investment in joint venture (note 16) | - | (10,186,486 | ) | |||||
| Conversion of convertible note into equity (note 32) | 361,411 | - | ||||||
| Financial assets at fair value through profit or loss at end of year | 5,721,395 | 1,390,256 | ||||||
| (i) | During the year ended 30 June 2025, the Group’s investments in listed entities was revalued to market value with the movement being recorded through the profit or loss and other comprehensive income. This is a level 1 measurement basis on the fair value hierarchy (note 33). |
| 18. | RIGHT OF USE ASSET |
2025 A$ | 2024 A$ | |||||||
| Cost | 161,867 | 153,174 | ||||||
| Accumulated amortisation | (100,948 | ) | (54,860 | ) | ||||
| 60,919 | 98,314 | |||||||
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 98,314 | - | ||||||
| Additions | - | 153,174 | ||||||
| Amortisation | (41,720 | ) | (55,620 | ) | ||||
| Foreign exchange | 4,325 | 760 | ||||||
| Balance at end of year | 60,919 | 98,314 | ||||||
Leased assets are capitalised at the commencement date of the lease and comprise of the initial lease liability amount, initial direct costs incurred when entering into the lease less any lease incentives received.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 23 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 19. | TRADE AND OTHER PAYABLES |
2025 A$ | 2024 A$ | |||||||
| Trade payables | 4,484,499 | 9,794,756 | ||||||
| Other payables | 47,651 | 973,861 | ||||||
| Accruals (ii) | 15,044,885 | 886,819 | ||||||
| Excise tax payable | 2,253,962 | 2,444,590 | ||||||
| GEM commitment Fee Put Amount payable (i) | 5,966,763 | 6,025,129 | ||||||
| 27,797,760 | 20,125,155 | |||||||
| (i) | On July 4, 2023, CRML, GEM Global Yield LLC SCS (the GEM Investor or GEM Global) and GEM Yield Bahamas Ltd. (GYBL) entered into a Share Purchase Agreement (the GEM Agreement), pursuant to which CRML is entitled to draw up to $125 million of gross proceeds in exchange for ordinary shares in CRML, at a price equal to 90% of the average closing bid price of the ordinary shares on Nasdaq for a 30 day period, subject to meeting the terms and conditions of the GEM Agreement. The GEM Agreement allows CRML to access funds for general corporate purpose and working capital needs. In addition, at the closing of the Transaction, the GEM Investor was granted a warrant (the GEM Warrant) to purchase up to 1,814,797 Ordinary Shares at an exercise price of $10.71 per share (subject to adjustments described in the GEM Warrant) expiring on the 3rd anniversary of the closing of the Transaction. Further, in connection with the closing of the Transaction, CRML also entered into a letter agreement with the GEM Investor and GYBL to amend the GEM Agreement, pursuant to which, CRML agreed to issue ordinary shares in CRML to the GEM Investor as the “commitment fee” pursuant to the Share Purchase Agreement and, on the 61st day following the closing of the Transaction, the GEM Investor was granted the option to sell such commitment shares (equating to 122,549 shares) to CRML for US$1.875 million (the Commitment Fee Put Amount). In addition, the GEM Investor, on the first anniversary of the closing of the Transaction, was granted the right to require CRML to purchase the GEM Warrant from GEM Global in exchange for a number of ordinary shares in CRML having a value equal to US$27,200,000. |
On April 29, 2024, CRML, GEM Global and GYBL entered into a second letter agreement, pursuant to which, CRML was granted the option to deliver, in lieu of the Commitment Fee Put Amount on the date upon which it was otherwise due and payable, a payment of $3,020,000 on or prior to the 120th day after the closing of the Transaction.
On 27 September 2024, Critical Metals Corp (CRML) entered into a third letter agreement with GEM Global Yield LLC SCS (GEM Global) and GEM Yield Bahamas Ltd. (GYBL) to extinguish the existing arrangement in respect to the Commitment Fee Put Amount of $3,020,000. Under the new agreement, CRML is obliged to deliver a cash payment of US$3,500,000 (Revised Amount) to GEM Global within one business day following the consummation by CRML of a capital raising transaction provided that the gross proceeds received by CRML in connection with the capital raising transaction are equal to or greater than $15,000,000. If the gross proceeds received by CRML in connection with the capital raising transaction are less than $15,000,000, CRML shall deliver (i) a cash payment of $1,750,000 to GEM Global within one business day following the consummation by CRML of the Equity Capital Raise, and (ii) a cash payment of $1,750,000 (the Deferred Payment) to GEM Global on or before the 90th day following the Equity Capital Raise. If CRML does not deliver the Deferred Payment by the 90th day following the capital raising transaction, CRML shall incur a penalty of $10,000 per day, payable in USD, which penalty shall be added to the deferred payment amount until paid by CRML. If CRML does not consummate a capital raising transaction by 31 December 2024, CRML shall owe the revised amount of $3,500,000 and such amount shall incur interest at a 10% annual rate (which interest shall begin on the Commitment Fee Put Date and continue until such revised amount is paid).
On 28 February 2025, CRML has written to GEM Global and GYBL and is disputing the amounts payable. On 28 February 2025, CRML has written to GEM Global and GYBL and is disputing the amounts payable. In March 2025, the GEM Investor commenced an action in the U.S. against us, based on a breach of contract claim. These claims are now being arbitrated by the American Arbitration Association. The GEM Investor is seeking a cash payment of $3,500,000 and an amount of ordinary shares having a value equal to $27,200,000, in each case plus interest, under the GEM Agreements. CRML has denied the allegations made by the GEM Investor, including any liability under the GEM Agreements, and we have filed certain counterclaims concerning actions taken by the GEM Investor under the GEM Agreements. The arbitration proceeding is pending. As at 30 June 2025 the amount payable to GEM Global and GYBL by CRML comprises the revised amount of US$3,500,000 plus accrued interest of US$409,452.
Subsequent to year-end, in February 2026, CRML and the GEM investor reached an agreement in principle to settle the arbitration proceedings. Under the proposed settlement, CRML will issue ordinary shares with an aggregate value of approximately US$40 million in full settlement of all claims under the GEM arrangements (US$27.2 million disclosed under note 23 and a Commitment Fee Put Amount payable of US$12.8 million disclosed under this note). On the 5 March 2026, the Company executed the settlement deed (refer to note 38).
| (ii) | Includes accrued CRML legal fees of US$8,300,000 ($12,824,110) in respect to the BTC convertible note (refer Note 5). |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 24 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 20. | PROVISIONS |
2025 A$ | 2024 A$ | |||||||
| Employee entitlements | 16,001 | 10,837 | ||||||
| Interest and penalties on taxes | 25,900 | 25,437 | ||||||
| 41,901 | 36,274 | |||||||
| 21. | LEASE LIABILITY |
2025 A$ | 2024 A$ | |||||||
| Current | 46,637 | 43,246 | ||||||
| Non-Current | 21,685 | 64,725 | ||||||
| 68,322 | 107,971 | |||||||
ECM Lithium AT GmbH has entered into an agreement for the lease of a vehicle effective 1 August 2022 expiring on 31 July 2027.
Less
than | 6 – 12 A$ | Between A$ | Between A$ | Total A$ | Carrying A$ | |||||||||||||||||||||
| Lease liability | ||||||||||||||||||||||||||
| 2025 | 10,580 | 10,580 | 22,923 | - | 44,083 | 39,801 | ||||||||||||||||||||
| 2024 | 8,850 | 8,850 | 17,698 | 19,173 | 54,571 | 50,421 | ||||||||||||||||||||
The Group has entered into an agreement for the lease of its office effective 1 July 2023 expiring on 30 June 2026.
Less than A$ | 6 – 12 A$ | Between | Between A$ | Total A$ | Carrying | |||||||||||||||||||||
| Lease liability | ||||||||||||||||||||||||||
| 2025 | 15,000 | 15,000 | - | - | 30,000 | 28,521 | ||||||||||||||||||||
| 2024 | 15,000 | 15,000 | 30,000 | - | 60,000 | 57,549 | ||||||||||||||||||||
| 22. | SHORT TERM LOAN |
2025 A$ | 2024 A$ | |||||||
| Loan with external parties | 1,901,697 | 1,886,948 | ||||||
| 1,901,697 | 1,886,948 | |||||||
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 1,886,948 | - | ||||||
| Acquisition European Lithium Ukraine (note 30) | - | 1,727,390 | ||||||
| Drawdown on loans | 124,567 | 56,160 | ||||||
| Loan discounting | (22,079 | ) | 14,367 | |||||
| Interest on loans | (312 | ) | 89,031 | |||||
| Foreign exchange | (87,427 | ) | - | |||||
| Balance at end of year | 1,901,697 | 1,886,948 | ||||||
European Lithium Ukraine LLC has a number of loans with LLC “Finance Elite Company”. The loans have repayment dates ranging from October 2024 through to May 2025. As part of the European Lithium Ukraine Acquisition, Millstone provided the Company with an indemnity against the fair value of the take on balances of European Lithium Ukraine, including the short term loans payable with a value of A$1,714,192 which has been accounted for as an indemnity asset in accordance with the Group’s accounting policies.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 25 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 23. | WARRANTS LIABILITY |
2025 A$ | 2024 A$ | |||||||
| Unlisted warrants ($5.00 expiring 27/05/2025) (a) | - | - | ||||||
| Unlisted warrants ($5.00 expiring 27/05/2025) (b) | - | 11,769,075 | ||||||
| Listed warrants ($11.50 exp. 27/2/2029) (f) | 5,387,327 | 3,508,115 | ||||||
| Unlisted warrants ($5.00 exp. 27/02/2027) (c) | 41,513,728 | 40,770,896 | ||||||
| Unlisted warrants ($5.00 exp. 18/6/2029) (d) | 3,088,347 | 707,495 | ||||||
| Unlisted warrants ($5.00 exp. 7/2/2029) (e) | 12,463,001 | - | ||||||
| 62,452,403 | 56,755,581 | |||||||
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 56,755,581 | - | ||||||
| Issue of unlisted warrants (b) | - | 14,804,232 | ||||||
| Issue of unlisted warrants (c) | - | 40,770,896 | ||||||
| Issue of unlisted warrants (d) | - | 547,109 | ||||||
| Issue of listed warrants | - | 1,377,742 | ||||||
| Issue of unlisted warrants (e) | 4,738,354 | - | ||||||
| Exercise of warrants | - | (31,657,402 | ) | |||||
| Gain/(loss) on fair value of warrants | (76,534 | ) | 31,455,882 | |||||
| Foreign exchange | 1,035,002 | (542,878 | ) | |||||
| Balance at end of year | 62,452,403 | 56,755,581 | ||||||
| a) | Warrants issued on 27 February 2024 with exercise price of $5.00 (subject to adjustments) |
On 27 February 2024, CRML issued a total of 350,000 warrants were issued to Polar Multi-Strategy Master Fund (Polar) to settle historic obligations of Sizzle. The unlisted warrants are exercisable at US$10.00 each (subject to adjustments) on or before 27 May 2025.
The warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the CRML share price.
The fair value of the warrants granted to Polar is estimated as at the date of issue using the Black Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of CRML (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Polar which is factored into the implied issue date share price.
| Assumptions | ||||
| Number of warrants issued | 350,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 4.948 | % | ||
| Expected life of warrants | 1.25 years | |||
| Exercise price | US$ | 10.00 | ||
| Implied issue date share price | US$ | 1.23 | ||
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 26 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
The fair value of the warrants granted is estimated as at 30 June 2024 using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. The assumptions used in determining the fair value were as follows:
| Assumptions | ||||
| Number of warrants issued | 350,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 5.134 | % | ||
| Expected life of warrants | 0.91 years | |||
| Exercise price | US$ | 10.00 | ||
| Implied issue date share price | US$ | 1.79 | ||
On 27 February 2025, the exercise price of the warrants was adjusted to $5.00 each.
On 27 May 2025, a total of 350,000 warrants lapsed unvested.
| b) | Warrants issued on 27 February 2024 with exercise price of $5.00 (subject to adjustments) |
On 27 February 2024, a total of 1,000,0000 warrants were issued to three Funds affiliated with Empery Asset Management LP (Empery) as part of the PIPE funding for consideration of US$9,880,682 (A$15,188,881). The unlisted warrants are exercisable at US$10.00 each (subject to adjustments) on or before 27 May 2025. The Empery Warrants provide the PIPE Investor with 3 Additional Shares for each Ordinary Share that the PIPE Investor purchases upon exercise of the PIPE Investors’ Warrants.
The PIPE Investor Warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with CRML’s share price.
The fair value of the PIPE Investor Warrants is estimated as at the date of issue using the Monte Carlo Simulation (MCS) pricing model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number of warrants issued | 1,000,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 4.948 | % | ||
| Expected life of warrants | 1.25 years | |||
| Exercise price | US$ | 10.00 | ||
| Issue date share price | US$ | 10.20 | ||
As the fair value determined using the Black Scholes Model of the Warrants issued to PIPE Investors, including the 3 additional shares as described above, $31,660,000 in total, was in excess of the US$9,880,682 (A$15,188,881) cash received, the difference in fair value of the derivative liability and consideration received (the Calibration Allowance) is deferred in accordance with the requirements of IAS 132, which prohibit of recognition of Day 1 loss, and amortised over the period of 15 months that the warrant was exercisable or fully recognised as an expense when the warrant was exercised.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 27 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
On 18 June 2024 Empery Asset Management LP (Empery) exercised 600,000 of the PIPE Warrants to acquire 2.4 million CMRL shares for US$6 million. This related to 600,000 CMRL shares at US$10 per share and the 3 ‘Additional Shares’ provided to PIPE Investors upon exercise of the PIPE Warrants.
As at 30 June 2024 the assumptions used in determining the fair value were as follows:
| Assumptions | ||||
| Number of warrants issued | 400,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 5.134 | % | ||
| Expected life of warrants | 0.91 years | |||
| Exercise price | US$ | 10.00 | ||
| Issue date share price | US$ | 11.27 | ||
At 30 June 2024, the roll-forward of the balance of Calibration Allowance as follows
| Initial amount of Calibration Allowance as of February 27, 2024 | US$ | 21,779,318 | ||
| Amortisation and release of Calibration Allowance related to 600,000 warrants exercised on June 18, 2024 | US$ | (15,191,591 | ) | |
| Amortization of Calibration Allowance related to 400,000 warrants outstanding | US$ | (2,323,127 | ) | |
| Balance of Calibration Allowances at 30 June 2024 | US$ | 4,264,600 |
On 27 February 2025, the exercise price of the warrants was adjusted to $5.00 each.
On 27 May 2025, Empery exercised the remaining 400,000 of the PIPE Warrants to acquire 1.6 million CMRL shares for US$2 million. This related to 400,000 CMRL shares at US$5 per share and the 3 additional shares provided to PIPE Investors upon exercise of the PIPE Warrants.
At 30 June 2025, the roll-forward of the balance of Calibration Allowance as follows
| Balance of Calibration Allowances at 30 June 2024 | US$ | 4,264,600 | ||
| Amortization of Calibration Allowance related to 400,000 warrants outstanding | US$ | (4,264,600 | ) | |
| Balance of Calibration Allowances at 30 June 2025 | US$ | 0 |
| c) | Warrants issued on 27 February 2024 with exercise price of $5.00 (subject to adjustments) |
On 27 February 2024, CRML issued a total of 1,814,797 warrants to Gem Global Yield LLC SCS (GEM) for a credit facility to be made available to CRML. The unlisted warrants are exercisable at US$10.71 each (subject to adjustments) on or before 27 February 2027. The warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the CRML’s share price.
The fair value of the warrants granted is estimated as at the date of grant using the Monte Carlo Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number of warrants issued | 1,814,797 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 4.5 | % | ||
| Expected life of warrants | 3.00 years | |||
| Exercise price | US$ | 10.71 | ||
| Issue date share price | US$ | 10.20 | ||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 28 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
On 27 February 2025, the exercise price of the warrants was adjusted to $5.00 each.
The fair value of the warrants issued is estimated as at 30 June 2025 using the Monte Carlo Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number of warrants issued | 1,814,797 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 85 | % | ||
| Risk-free interest rate | 3.802 | % | ||
| Expected life of warrants | 1.66 years | |||
| Exercise price | US$ | 5.00 | ||
| Share price at 30 June 2024 | US$ | 3.58 | ||
From 1 March 2025 the GEM Investor has the right require CRML to purchase the GEM Warrant from GEM Global in exchange for a number of ordinary shares in CRML having a value equal to US$27,200,000 ($41,513,728). Accordingly, the GEM Warrants are valued at the higher amount of the fair value of the warrant and US$27,200,000 ($41,513,728).
| d) | Additional warrants issued to Empery Asset Management LP |
On 17 June 2024, CRML issued a total of 1,000,000 warrants were issued to Empery Asset Management LP (Empery) to induce early conversion of the February 2024 warrants. The unlisted warrants are exercisable at US$11.45 each (subject to adjustments) on or before 18 June 2029. The warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with CRML’s share price.
The fair value of the warrants is estimated as at the date of grant using the Black Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of CRML (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Empery which is factored into the implied issue date share price.
| Assumptions | ||||
| Number of warrants issued | 1,000,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 4.3 | % | ||
| Expected life of warrants | 5.00 years | |||
| Exercise price | US$ | 11.45 | ||
| Implied issue date share price | US$ | 1.53 | ||
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 29 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
The fair value of the warrants issued is estimated as at 30 June 2024 using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. The assumptions used in determining the fair value were as follows:
| Assumptions | ||||
| Number of warrants issued | 1,000,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 75 | % | ||
| Risk-free interest rate | 4.333 | % | ||
| Expected life of warrants | 4.97 years | |||
| Exercise price | US$ | 11.45 | ||
| Implied issue date share price | US$ | 1.79 | ||
On 27 February 2025, the exercise price of the warrants was adjusted to $5.00 each.
The fair value of the warrants issued is estimated as at 30 June 2025 using the Black Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number of warrants issued | 1,000,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 85 | % | ||
| Risk-free interest rate | 3.733 | % | ||
| Expected life of warrants | 3.97 years | |||
| Exercise price | US$ | 5.00 | ||
| Share price at 30 June 2024 | US$ | 3.58 | ||
| e) | PIPE warrants |
On 7 February 2025, CRML issued a total of 4,910,000 warrants to participants of the PIPE. The unlisted warrants have an exercise price of US$7.00 each on or before 7 February 2029. The warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with CRML’s share price.
The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of CRML (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Empery which is factored into the implied issue date share price. The fair value of the warrants is a transaction cost and deducted from equity.
| Assumptions | ||||
| Number warrants issued | 4,910,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 80 | % | ||
| Risk-free interest rate | 4.325 | % | ||
| Expected life of warrants | 4.00 years | |||
| Exercise price | US$ | 7.00 | ||
| Implied issue date share price | US$ | 1.90 | ||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 30 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
The fair value of the warrants issued is estimated as at 30 June 2025 using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number warrants issued | 4,910,000 | |||
| Dividend yield | 0.00 | % | ||
| Expected volatility | 85 | % | ||
| Risk-free interest rate | 3.713 | % | ||
| Expected life of warrants | 3.60 years | |||
| Exercise price | US$ | 7.00 | ||
| Share price at 30 June 2025 | US$ | 3.58 | ||
| f) | Listed warrants |
At closing of the Transaction, a total of 7,750,000 listed warrants with a carrying value of A$1,412,946 were issued to Sizzle warrant holders to replace the existing Sizzle public warrants on issue. The listed warrants are exercisable at US$11.50 each on or before 27 February 2029 and trade under the ticker CRMLW. The public warrants are valued at the closing warrant trading price at reporting date.
| 24. | OFFTAKE PREPAYMENT |
2025 A$ | 2024 A$ | |||||||
| Bank guarantee issued against offtake prepayment (note 15) | 22,893,600 | 22,483,950 | ||||||
| 22,893,600 | 22,483,950 | |||||||
| 25. | ISSUED CAPITAL |
2025 No of shares | 2025 A$ | |||||||
| Total issued capital | 1,398,122,640 | 151,356,087 | ||||||
| Issue of shares – Placement (i) | 47,058,824 | 2,000,000 | ||||||
| Capital raising costs – options issued to corporate advisor | - | (100,000 | ) | |||||
| Capital raising costs – cash | - | (120,000 | ) | |||||
| Total issued capital | 1,445,181,464 | 153,136,087 | ||||||
2024 No of shares | 2024 A$ | |||||||
| Total issued capital | 1,494,239,175 | 75,725,376 | ||||||
| Cancellation of shares – Share buyback | (100,000,000 | ) | (1,302,483 | ) | ||||
| Issue of shares – Supplier | 3,105,590 | 250,000 | ||||||
| Issue of shares – Exercise of unlisted options – cash | 777,875 | 58,341 | ||||||
| Nasdaq business combination | - | 76,624,853 | ||||||
| Total issued capital | 1,398,122,640 | 151,356,087 | ||||||
| (i) | On 10 December 2024, the Company issued 47,058,824 shares at an issue price of $0.0425 per share to raise cash proceeds of $2m (before expenses) (Placement). The Placement was lead managed by Evolution Capital Pty Ltd (Evolution). Evolution was paid 6% of the amount raised and issued 10,000,000 listed options ($0.08 each expiring 14 November 2025). Funds raised from the Placement will be used for advancing the Company’s recently acquired Leinster Project including sampling and drilling and for working capital purposes. |
Terms and conditions of contributed equity
Fully paid ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of paid up shares held. Fully paid ordinary shares entitle their holder to one vote, either in person or by proxy, at any shareholders’ meeting of the Company.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 31 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 26. | RESERVES |
2025 A$ | 2024 A$ | |||||||
| Share-based payment reserve (a) | 188,131,583 | 16,850,958 | ||||||
| Foreign currency translation reserve (b) | 2,660,807 | 927,195 | ||||||
| NASDAQ listing reserve (c) | 68,406,502 | 68,406,502 | ||||||
| 259,198,892 | 86,184,655 | |||||||
| a) | Share-based payment reserve |
The share based payment reserve records items recognised as expenses on valuation of employee share options and options issued to directors and consultants.
2025 No of Options | 2025 A$ | |||||||
| Balance at beginning of year | 473,298,935 | 16,850,958 | ||||||
| Listed Options | ||||||||
| Expiry of options ($0.18 each expiring 31 March 2025) | (223,076,970 | ) | - | |||||
| Issue of listed options ($0.10 each expiring 30 April 2027) | 178,418,736 | 356,837 | ||||||
| Issue of listed options ($0.08 each expiring 14 November 2025) | 10,000,000 | 100,000 | ||||||
| Unlisted Options | ||||||||
| Expiry of options ($0.10 each expiring 27 January 2025) | (7,000,000 | ) | - | |||||
| Expiry of options ($0.12 each expiring 1 May 2025) | (5,000,000 | ) | - | |||||
| Expiry of options ($0.14 each expiring 1 May 2025) | (5,000,000 | ) | - | |||||
| Expiry of options ($0.16 each expiring 1 May 2025) | (5,000,000 | ) | - | |||||
| Expiry of options ($0.18 each expiring 1 May 2025) | (5,000,000 | ) | - | |||||
| Performance Rights | ||||||||
| Issue of performance rights – Directors | 45,000,000 | 70,050 | ||||||
| Expiry of performance rights (31 December 2024) | (45,000,000 | ) | - | |||||
| Expiry of performance rights (30 June 2025) | (45,000,000 | ) | - | |||||
| CRML Issues | ||||||||
| Issue of CRML shares for TM1 acquisition | - | 12,339,524 | ||||||
| Issue of shares for Tanbreez acquisition | - | 135,582,284 | ||||||
| Other issue of shares and RSU’s by CRML | - | 22,831,930 | ||||||
| Balance at end of year | 366,640,701 | 188,131,583 | ||||||
2024 No of Options | 2024 A$ | |||||||
| Balance at beginning of year | 428,575,360 | 14,769,159 | ||||||
| Listed Options | ||||||||
| Exercise of options (note 25) | (777,875 | ) | - | |||||
| Expiry of options ($0.075 each expiring 19 April 2024) | (165,944,090 | ) | - | |||||
| Issue of listed options ($0.08 each expiring 14 November 2025) | 166,721,965 | 833,610 | ||||||
| Unlisted Options | ||||||||
| Expiry of options ($0.20 each expiring 22 February 2024) | (7,776,425 | ) | - | |||||
| Nasdaq business combination | - | 1,185,189 | ||||||
| Performance Rights | ||||||||
| Issue of performance rights – Directors | 45,000,000 | 53,250 | ||||||
| Performance Shares | ||||||||
| Issue of performance shares – Directors | 7,500,000 | 9,750 | ||||||
| Balance at end of year | 473,298,935 | 16,850,958 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 32 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
At 30 June 2025, the unissued ordinary shares of the Company under unlisted options and performance rights are as follows:
| Date of Expiry | Status | Exercise Price | Fair Value at Grant Date | Number of Options | ||||||||
| 14/11/2025 | Listed | 8.0 cents | $ | 0.005 | 166,721,965 | |||||||
| 14/11/2025 | Listed | 8.0 cents | $ | 0.01 | 10,000,000 | |||||||
| 26/06/2026 | Unlisted | 12.0 cents | $ | 0.0296 | 4,000,000 | |||||||
| 30/04/2027 | Listed | 10.0 cents | $ | 0.002 | 178,418,736 | |||||||
| 359,140,701 | ||||||||||||
| Date of Expiry | Status | Exercise Price | Fair Value at Grant Date | Number of Performance Shares | ||||||||
| 14/11/2025 | Unlisted | $0.00 cents | $ | 0.052 | 7,500,000 | |||||||
| 7,500,000 | ||||||||||||
At 30 June 2024, the unissued ordinary shares of the Company under unlisted options and performance rights are as follows:
| Date of Expiry | Status | Exercise Price | Fair Value at Grant Date | Number of Options | ||||||||
| 31/03/2025 | Listed | 18.0 cents | $ | 0.0090 | 107,692,324 | |||||||
| 31/03/2025 | Listed | 18.0 cents | $ | 0.0000 | 115,384,646 | |||||||
| 27/01/2025 | Unlisted | 10.0 cents | $ | 0.0644 | 7,000,000 | |||||||
| 01/05/2025 | Unlisted | 12.0 cents | $ | 0.0312 | 5,000,000 | |||||||
| 01/05/2025 | Unlisted | 14.0 cents | $ | 0.0292 | 5,000,000 | |||||||
| 01/05/2025 | Unlisted | 16.0 cents | $ | 0.0275 | 5,000,000 | |||||||
| 01/05/2025 | Unlisted | 18.0 cents | $ | 0.0259 | 5,000,000 | |||||||
| 14/11/2025 | Unlisted | 8.0 cents | $ | 0.005 | 166,721,965 | |||||||
| 26/06/2026 | Unlisted | 12.0 cents | $ | 0.0296 | 4,000,000 | |||||||
| 420,798,935 | ||||||||||||
| Date of Expiry | Status | Exercise Price | Fair Value at Grant Date | Number of Performance Rights | ||||||||
| 31/12/2024 | Unlisted | $0.00 cents | $ | 0.0022 | 45,000,000 | |||||||
| 45,000,000 | ||||||||||||
| Date of Expiry | Status | Exercise Price | Fair Value at Grant Date | Number of Performance Shares | ||||||||
| 14/11/2025 | Unlisted | $0.00 cents | $ | 0.052 | 7,500,000 | |||||||
| 7,500,000 | ||||||||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 33 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| b) | Foreign Currency Translation Reserve |
The foreign currency translation reserve is used to record exchange differences arising from the translation of financial statements of foreign subsidiaries.
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 927,195 | 2,171,606 | ||||||
| Foreign currency exchange differences arising on translation of foreign operations | 1,733,612 | (2,170,794 | ) | |||||
| Nasdaq business combination | - | 926,383 | ||||||
| Balance at end of year | 2,660,807 | 927,195 | ||||||
| c) | NASDAQ Listing Reserve |
The NASDAQ listing reserve records items recognised in respect to the Company’s listing on the NASDAQ.
2025 A$ | 2024 A$ | |||||||
| Balance at beginning of year | 68,406,502 | - | ||||||
| NASDAQ listing costs | - | 65,399,122 | ||||||
| CRML non-controlling interest at completion of NASDAQ merger | - | 3,007,380 | ||||||
| Balance at end of year | 68,406,502 | 68,406,502 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 34 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 27. | SHARE-BASED PAYMENTS |
2025 A$ | 2024 A$ | |||||||
| Share based payment | ||||||||
| Issue of 3,105,590 shares to supplier (note 25) | - | (250,000 | ) | |||||
| Director Performance Rights (a) | (70,050 | ) | (53,250 | ) | ||||
| Director Performance Shares | - | (9,750 | ) | |||||
| Issue of CRML shares to 2501490 Alberta Inc (b) | (1,767,734 | ) | - | |||||
| Issue of CRML Shares and RSUs to Directors and management (c) | (47,228,099 | ) | (927,592 | ) | ||||
| Other | (6,210 | ) | - | |||||
| (49,072,093 | ) | (1,240,592 | ) | |||||
| a) | Performance Rights to Directors |
Prior Year Issue
On 11 December 2023, the Company issued performance rights to Okewood Pty Ltd (a related party of Tony Sage) (20,000,000), Pixsell Pty Ltd ATFT Pixsell Unit Trust (a company in which Malcolm Day is a Director) (15,000,000), Michael Carter (5,000,000) and Mykhailo Zhernov (5,000,000) (Performance Rights) in consideration for Director services following receipt of shareholder approval at the AGM held on 29 November 2023. The Performance Rights vest upon the Company’s market capitalisation exceeding $350m for 20 consecutive trading days (based on the volume average weighted price of shares for each trading day during that period. An external valuation of the Performance Rights was obtained totalling $99,00 of which $53,250 was recognised in the year ended 30 June 2025 and a prorated amount of $45,750 has been included in the accounts at 30 June 2025 to reflect the rendering of services in the year ended 30 June 2025.
| Number of Performance Rights | Grant date | Expiry Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Antony Sage | 20,000,000 | 29 November 2023 | 31 December 2024 | $ | 0.0022 | Tranche A | ||||||||
| Malcolm Day | 15,000,000 | 29 November 2023 | 31 December 2024 | $ | 0.0022 | Tranche A | ||||||||
| Michael Carter | 5,000,000 | 29 November 2023 | 31 December 2024 | $ | 0.0022 | Tranche A | ||||||||
| Mykhailo Zhernov | 5,000,000 | 29 November 2023 | 31 December 2024 | $ | 0.0022 | Tranche A | ||||||||
The fair value of the performance rights was determined using the Monte Carlo Simulation Methodology (MCSM), taking into account the terms and conditions upon which the performance rights were granted. The following table lists the input to the model for the performance rights:
| Antony Sage | Malcolm Day | Michael Carter | Mykhailo Zhernov | |||||||||||||
| Tranche A | Tranche A | Tranche A | Tranche A | |||||||||||||
| Dividend yield (%) | Nil | Nil | Nil | Nil | ||||||||||||
| Expected volatility (%) | 50 | % | 50 | % | 50 | % | 50 | % | ||||||||
| Risk free interest rate (%) | 4.294 | % | 4.294 | % | 4.294 | % | 4.294 | % | ||||||||
| Exercise price ($) | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
| Marketability discount (%) | Nil | Nil | Nil | Nil | ||||||||||||
| Expected life of options (years) | 1.09 years | 1.09 years | 1.09 years | 1.09 years | ||||||||||||
| Share price at grant date ($) | $ | 0.076 | $ | 0.076 | $ | 0.076 | $ | 0.076 | ||||||||
| Value per option ($) | $ | 0.0022 | $ | 0.0022 | $ | 0.0022 | $ | 0.0022 | ||||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 35 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Current Year Issue
On 5 December 2024, the Company issued performance rights to Okewood Pty Ltd (a related party of Tony Sage) (20,000,000), Pixsell Pty Ltd ATFT Pixsell Unit Trust (a company in which Malcolm Day is a Director) (15,000,000), Michael Carter (5,000,000) and Mykhailo Zhernov (5,000,000) (Performance Rights) in consideration for Director services following receipt of shareholder approval at the AGM held on 29 November 2024. The Performance Rights vest upon the Company’s market capitalisation exceeding $200m for 5 consecutive trading days (based on the volume average weighted price of shares for each trading day during that period. An external valuation of the Performance Rights was obtained for which an amount of $24,300 has been included in the accounts at 30 June 2025 to reflect the rendering of services in the year ended 30 June 2025.
| Number of Performance Rights | Grant date | Expiry Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Antony Sage | 20,000,000 | 29 November 2024 | 30 June 2025 | $ | 0.00054 | Tranche A | ||||||||
| Malcolm Day | 15,000,000 | 29 November 2024 | 30 June 2025 | $ | 0.00054 | Tranche A | ||||||||
| Michael Carter | 5,000,000 | 29 November 2024 | 30 June 2025 | $ | 0.00054 | Tranche A | ||||||||
| Mykhailo Zhernov | 5,000,000 | 29 November 2024 | 30 June 2025 | $ | 0.00054 | Tranche A | ||||||||
The fair value of the performance rights was determined using the Monte Carlo Simulation Methodology (MCSM), taking into account the terms and conditions upon which the performance rights were granted. The following table lists the input to the model for the performance rights:
| Antony Sage | Malcolm Day | Michael Carter | Mykhailo Zhernov | |||||||||||||
| Tranche A | Tranche A | Tranche A | Tranche A | |||||||||||||
| Dividend yield (%) | Nil | Nil | Nil | Nil | ||||||||||||
| Expected volatility (%) | 70 | % | 70 | % | 70 | % | 70 | % | ||||||||
| Risk free interest rate (%) | 4.303 | % | 4.303 | % | 4.303 | % | 4.303 | % | ||||||||
| Exercise price ($) | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
| Marketability discount (%) | Nil | Nil | Nil | Nil | ||||||||||||
| Expected life of options (years) | 0.59 years | 0.59 years | 0.59 years | 0.59 years | ||||||||||||
| Share price at grant date ($) | $ | 0.0369 | $ | 0.0369 | $ | 0.0369 | $ | 0.0369 | ||||||||
| Value per option ($) | $ | 0.00054 | $ | 0.00054 | $ | 0.00054 | $ | 0.00054 | ||||||||
| b) | Issue of CRML Shares |
On 16 April 2025, the Company entered into an agreement with 2501490 Alberta Inc to provide capital markets consulting services to the Company. The Consideration for these services was the transfer of 500,000 shares held by EUR in CRML to 2501490 Alberta Inc. The value of the transfer has been calculated based on the CRML shares price at the date of entering into the agreement.
| c) | CRML Issue of Shares and RSU’s |
RSUs to Directors and Management
On 7 June 2024, CRML issued 955,000 restricted stock units (RSU’s) to directors and management of CRML. On 1 July 2024, CRML issued 1,285,000 RSU’s to directors and management of CRML. The RSU’s were originally subject to varying vesting conditions. On 25 January 2025, the vesting period for all 2,240,000 RSU’s was revised to 27 February 2025. The RSU’s were valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period taking into consideration the revised besting period. An amount of US$22,568,094 has been booked in the accounts as at 30 June 2025.
On 28 January 2025, CRML issued 100,000 RSU’s to Steve Parkes, the previous CFO of CRML. The RSU’s vest on 1 July 2025 subject to the participant not experiencing a termination of employment or service with CRML or its subsidiaries on or prior to the vesting date or other as determined by the Board (Tranche A). The RSU’s have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$807,000 has been booked in the accounts at 30 June 2025.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 36 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
On 28 January 2025, CRML issued 100,000 RSU’s to Michael Ryan, the newly appointed Director of the Company. The RSU’s vest on 1 July 2025 per Tranche A vesting conditions. The RSU’s have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$807,000 has been booked in the accounts at 30 June 2025.
| Number of RSU’s | Grant date | Vesting Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Steve Parkes | 100,000 | 28 January 2025 | 1 July 2025 | $ | 8.07 | Tranche A | ||||||||
| Michael Ryan | 100,000 | 28 January 2025 | 1 July 2025 | $ | 8.07 | Tranche A | ||||||||
On 1 May 2025, CRML issued 100,000 RSU’s to John Thomas, the new General Counsel of CRML. The RSU’s vest on 1 July 2025 subject to the per Tranche A vesting conditions. The RSU’s have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$155,000 has been booked in the accounts at 30 June 2025.
On 1 May 2025, CRML issued 100,000 RSU’s to Thomas McNamara, the new Director Of Corporate Development & Investor Relations of CRML. The RSU’s vest on 1 July 2025 subject to the per Tranche A vesting conditions. The RSU’s have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$155,000 has been booked in the accounts at 30 June 2025.
| Number of RSU’s | Grant date | Vesting Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| John Thomas | 100,000 | 1 May 2025 | 1 July 2025 | $ | 1.55 | Tranche A | ||||||||
| Thomas McNamara | 100,000 | 1 May 2025 | 1 July 2025 | $ | 1.55 | Tranche A | ||||||||
On 16 May 2025, CRML issued 1,810,000 RSU’s to Directors of CRML for past services provided. The RSU’s vest on 1 July 2025. The have been valued based on the trading price on the date of issue with the overall cost recognised immediately. An amount of US$2,552,100 has been booked in the accounts at 30 June 2025.
| Number of RSU’s | Grant date | Vesting Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Tony Sage | 1,000,000 | 16 May 2025 | 1 July 2025 | $ | 1.41 | None | ||||||||
| Malcolm Day | 250,000 | 16 May 2025 | 1 July 2025 | $ | 1.41 | None | ||||||||
| Mykhailo Zhernov | 250,000 | 16 May 2025 | 1 July 2025 | $ | 1.41 | None | ||||||||
| Michael Hanson | 250,000 | 16 May 2025 | 1 July 2025 | $ | 1.41 | None | ||||||||
| Michael Ryan | 60,000 | 16 May 2025 | 1 July 2025 | $ | 1.41 | None | ||||||||
RSU’s to Suppliers
On 28 January 2025, CRML issued 10,000 shares to Chris Gale for the provision of services to the Company in respect to the Transaction during the period up to 31 December 2024. The shares vested on 28 February 2025. The shares have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$80,700 has been booked in the accounts at 30 June 2025.
| Number of RSU’s | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Chris Gale | 10,000 | 28 January 2025 | $ | 8.07 | 30 June 2025 | |||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 37 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Shares to Suppliers
On 28 January 2025, CRML issued 100,000 shares to Bellatrix Corporate Pty Ltd (Bellatrix), a related party to the previous interim CFO of CRML Ms Melissa Chapman. The shares were issued in respect of accounting services provided to CRML by Bellatrix during the period up to 31 December 2024. The shares vested on 28 February 2025. The shares have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$807,000 has been booked in the accounts at 30 June 2025.
| Number of Shares | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Bellatrix | 100,000 | 28 January 2025 | $ | 8.07 | 28 February 2025 | |||||||
Shares to Director
On 26 February 2025, CRML issued 500,000 shares to Tony Sage as a bonus for services provided which vested immediately. The shares have been valued based on the trading price on the date of issue with the overall cost recognised immediately. An amount of US$1,200,000 has been booked in the accounts at 30 June 2025.
| Number of Shares | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Tony Sage | 500,000 | 26 February 2025 | $ | 2.40 | 26 February 2025 | |||||||
Shares to Suppliers
On 5 June 2025, CRML issued 500,000 shares to Alberta Inc for the provision of services to CRML in respect to marketing services during the period between 1 March 2025 to 31 May 2025. The shares vested on 31 May 2025. The shares have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of US$955,000 has been booked in the accounts at 30 June 2025.
| Number of Shares | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Alberta Inc | 500,000 | 1 March 2025 | $ | 1.91 | 31 May 2025 | |||||||
Shares to Suppliers
On 6 June 2025, CRML issued 350,365 shares to Skylong Asset Limited for the provision of services to CRML in respect to transaction with Obeikan which vested immediately. The shares have been valued based on the trading price on the date of issue with the overall cost recognised immediately. An amount of US$480,000 has been booked in the accounts at 30 June 2025.
| Number of Shares | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Skylong Asset Limited | 350,365 | 6 June 2025 | US$ | 1.37 | 6 June 2025 | |||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 38 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 28. | LOSS PER SHARE |
2025 A$ | 2024 A$ | |||||||
| Loss used in the calculation of basic and dilutive loss per share | (96,790,991 | ) | (200,278,301 | ) | ||||
2025 Cents per share | 2024 Cents per share | |||||||
| Loss per share: | ||||||||
| Basic loss per share (cents per share) | (6.80 | ) | (14.32 | ) | ||||
| Diluted loss per share (cents per share) | (6.80 | ) | (14.32 | ) | ||||
2024 Number | 2024 Number | |||||||
| Weighted average number of shares | 1,424,295,082 | 1,398,439,052 | ||||||
There are dilutive potential ordinary shares on issue at balance date. However, given the Company has made a loss, there is no dilution of earnings hence the diluted loss per share is the same as for basic loss per share.
| 29. | COMMITMENTS AND CONTINGENCIES |
| a) | Exploration commitments |
The Group has minimum expenditure requirements in relation to its exploration and mining licences at its Australian held and Irish held tenements totalling $1,266,577.
The Group has no minimum expenditure requirements in relation to its exploration and mining licenses at its Wolfsberg Project, Austrian Lithium Project and Tanbreez Project other than minimal annual licence and mine safety fees.
| b) | Contingencies |
On 1 August 2022, the Company entered into an agreement with Wombat Resources Pty Ltd (Wombat) to purchase all of Wombat’s legal and beneficial interests in E47/4144 which includes a royalty of 1% from all revenue from the sale of any minerals mined from E47/4144 and 15% of any sale proceeds on the sale of E47/4144. On 17 July 2023, Wombat assigned the interest in the royalty to Hill 50 Gold mines Pty Ltd.
The Company completed the acquisition of 100% of the issued share capital and voting rights of European Lithium Ukraine LLC (European Lithium Ukraine) a Ukraine incorporated company that is applying (through either court proceedings, public auction and/or production sharing agreement with the Ukraine Government) for 20-year special permits for the extraction and production of lithium at the Shevchenkivske project and Dobra Project in Ukraine from Millstone and Company Global DW LLC (Millstone) (European Lithium Ukraine Acquisition). No consideration was paid at closing for the European Lithium Ukraine Acquisition however there is deferred consideration which is contingent upon, amongst other things, shareholder approval and grant and exploration commencing at the Shevchenkivske project and Dobra Project.
On 12 February 2024, CRML entered into a letter agreement with Jett Capital in respect to their fees in connection with the Transaction. Jett Capital are entitled to a fee of $3,331,718 at closing of the first equity or equity linked offering by, or placement into the Company, a fee of $3,331,718 at closing of the second equity or equity linked offering by, or placement into the Company and a fee of $6,663,435 at closing of the third equity or equity linked offering by, or placement into the Company. In addition, Jett Capital and CCM are collectively entitled to a cash fee of 5% of the PIPE financing proceeds for their services as co-placement agents, to be shared equally between CCM and Jett Capital. Should the PIPE financing proceeds be raised by Jett Capital not as co-placement agent, then Jett Capital is entitled to a cash fee of 5% of the PIPE financing proceeds along with private placement warrants equal to 5% of the total offering size.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 39 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
On 27 February 2024, CRML entered into a letter agreement with CCM in respect to their fees in connection with the Transaction. CCM are entitled to a fee of $1,350,000 at closing of the first equity or equity linked offering by, or placement into the Company, a fee of $1,250,000 at closing of the second equity or equity linked offering by, or placement into the Company and a fee of $1,750,000 at closing of the third equity or equity linked offering by, or placement into the Company. In addition, Jett Capital and CCM are collectively entitled to a cash fee of 5% of the PIPE financing proceeds for their services as co-placement agents, to be shared equally between CCM and Jett Capital.
On 5 June 2024, CRML entered into a heads of agreement to acquire 92.5% of the issued capital of Rimbal Pty Ltd (Vendor) which is the registered holder of 92.5% of the issued capital of Tanbreez Mining Greenland A/S (Tanbreez) which holds the only exploitation permit for rare earths in Greenland (HOA). As at 30 June 2025, the CRML Group had completed the Initial Investment and Stage 1 interest and held an interest of 42.0% interest in Tanbreez. In addition, CRML’s controlling entity European Lithium Limited holds a 7.5% interest in Tanbreez and consequently held a 49.5% interest in Tanbreez as at 30 June 2025. The stage 2 interest to acquire the 50.50% equity interest in Tanbreez is subject to CRML expending a minimum of US$10 million on the permit with 2 years from execution of the HOA (note 16).
On 6 June 2025, CRML entered into an advisor agreement with Skylong Assets Limited (Skylong). Under the terms of the agreement, Skylong are entitled to be issued 1,000,000 ordinary shares in CRML upon the consummation of project financing in respect to the execution of definitive documents to fund any portion of the Obeikan JV (Milestone 1 Advisory Shares) and will be issued a further 1,000,000 ordinary shares in the Company upon the occurrence of commercial production and the first sale and export of lithium hydroxide concentrate by the Obeikan JV (Milestone 2 Advisory Shares). Upon the achievement of Milestone 1 Advisory Shares, Skylong will also be entitled to receive 1,000,000 warrants which are exercisable at $11.50 each on or before 3 years following the date of issue.
On 31 May 2025, CRML entered into a consulting agreement with Director Mike Ryan. Under the terms of the agreement, Michael Ryan is entitled to a payment of 3% of the value of the aware capped at $250,000 for the aware of a defence appropriations program related grant on or before 30 June 2027 (Milestone A), a payment of $250,000 upon the execution of a formal agreement of a suitably substantive and strategic nature on or before 30 June 2027 (Milestone B) and a net production royalty to be calculated at 2% of the Company’s first 12 months of net revenue derived specifically from an individual offtake agreement, with the percentage to drop to 1% of the second 12 months net revenue derived specifically from the same offtake agreement in relation to the Tanbreez Project on or before 30 June 2027.
The Company has provided bank guarantees to the value of €20,000 in respect of any unrepaired damage to property at the Wolfsberg project.
There has been no other change in contingent liabilities since the last annual reporting date.
| 30. | ACQUISITION OF ASSETS |
On 24 November 2024, the Company completed the acquisition of 100% of the issued share capital and voting rights of LRH Resources Limited (LRH) which holds 100% of the rights, title and interest in the Leinster Lithium Project (Leinster Lithium Project) in Ireland from Technology Metals plc (AIM: TM1) in an all-script transaction.
Consideration of $US10 million was completed through the transfer of 1,371,742 shares in CRML held by the Company to LRH. The consideration shares were locked up until 28 February 2025.
The fair value of the shares as at the date of acquisition are:
| Note | Total | |||||||
| Consideration | ||||||||
| Shares (1,371,742 shares in CRML) | 15,365,200 | |||||||
| Fair value adjustment | (1,728,323 | ) | ||||||
| 13,636,877 | ||||||||
| Assets Acquired | ||||||||
| Cash | 883 | |||||||
| Trade and other receivables | 10,124 | |||||||
| Liabilities assumed | (6,409 | ) | ||||||
| Net assets acquired | 4,598 | |||||||
| Deferred exploration and evaluation expenditure | 8 | 13,632,279 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 40 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 31. | SIZZLE ACQUISITION |
On 26 October 2022, European Lithium Ltd (EUR) announced that it had entered into an acquisition agreement with Sizzle Acquisition Corp., a US special purpose acquisition company listed on NASDAQ (NASDAQ:SZZL) (Sizzle), pursuant to which EUR will effectively sell down its shareholding in European Lithium AT (Investments) Ltd, ECM Lithium AT GmbH and ECM Lithium AT Operating GmbH (collectively EUR Austria), which hold the Wolfsberg Lithium Project and certain other mineral permits prospective for lithium in Austria, in consideration for the issue of shares in the Company (Transaction). The Transaction was approved by EUR shareholders on 20 January 2023 and on 22 February 2024, Sizzle shareholders approved the transaction as a special meeting. CRML commenced trading on the Nasdaq on 28 February 2024. The Company held an initial interest of 86.3% at the commencement of trading of CRML. As at 30 June 2024, the Company holds an 83.7% interest in CRML.
The Company has accounted for the Transaction in accordance with the March 2013 IFRIC Agenda Decision. The Company’s listing expenses includes the value of shares provided to Sizzle founding shareholders net of the net assets acquired in Sizzle. The listing expense of $104,220,007 has been calculated by the Company comprising:
| ■ | 4,221,600 shares in CRML to Sizzle founding shareholders, which in accordance with IFRS 2 have been valued using the Sizzle common share price of US$10.20 per share (A$66,193,619), |
| ■ | 91,999 shares in CRML to Sizzle existing shareholders, which in accordance with IFRS 2 have been valued using the Sizzle common share price of US$10.20 per share (A$1,442,521), |
| ■ | At completion of the Transaction, Sizzle had a net liability position of $36,583,870 as set out below. |
In accordance with IFRS 2, the Company has treated the difference between the net liability position and fair value of the shares and warrants of $104,220,007 as a listing expense.
30
June A$ | ||||
| Fair value of equity instruments to have been issued by CRML | ||||
| Sizzle share consideration price | US$10.20 | |||
| Total number of Sizzle shares at closing | ||||
| Sponsor shares | 4,221,600 | |||
| Sizzle Public shares | 91,999 | |||
| 4,313,599 | ||||
| Total fair value of equity instruments issued to Sizzle shareholders (A$) | 67,636,137 | |||
| Fair value of identifiable net assets of Sizzle: | ||||
| Cash and cash equivalents | 15,119,101 | |||
| Proceeds from trust account attributable to not redeemed shares held by Empery | (13,557,975 | ) | ||
| Accrued offering costs and expenses | (18,414,773 | ) | ||
| Excise tax payable | (2,507,053 | ) | ||
| Deferred underwriters fee | (12,528,425 | ) | ||
| Income tax payable | (1,038,309 | ) | ||
| Promissory note – related party | (2,243,490 | ) | ||
| Listed warrants | (1,412,946 | ) | ||
| Fair value of identifiable net assets of Sizzle at 29 February 2024 | (36,583,870 | ) | ||
| IFRS 2 listing expense | (104,220,007 | ) | ||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 41 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 32. | CASH FLOW INFORMATION |
2025 A$ | 2024 A$ | |||||||
| Reconciliation from net loss after tax to net cash used in operations | ||||||||
| Net loss | (96,790,991 | ) | (200,278,301 | ) | ||||
| Non-cash flows included in operating loss: | ||||||||
| Depreciation (note 12) | 8,167 | 18,451 | ||||||
| Depreciation and amortisation expense – leased assets (note 18) | 41,720 | 55,620 | ||||||
| Impairment of convertible notes (note 11) | 698,294 | |||||||
| Merger expenses | - | 116,840,485 | ||||||
| Listing expenses | - | 1,468,056 | ||||||
| Share of net losses of JV accounted for using the equity method | (7,230 | ) | 15,021 | |||||
| Shares issued in settlement of creditors | - | 273,606 | ||||||
| Share based payment expense (note 27) | 49,072,093 | 1,240,592 | ||||||
| Share of net losses of JV accounted for using the equity method | (1,084,608 | ) | - | |||||
| Issue of CRML shares to directors and management in lieu of fees | 1,667,628 | - | ||||||
| Finance expenses | 354,543 | 45,314,699 | ||||||
| Gain/(loss) on fair value of warrants (note 23) | (76,534 | ) | 31,455,882 | |||||
| Gain/(Loss) on fair value of financial assets through profit or loss (note 17) | (3,254,138 | ) | (6,811,485 | ) | ||||
| Foreign exchange | (2,247,647 | ) | 1,115,335 | |||||
| Exploration expenditure impairment (note 13) | 14,496,678 | - | ||||||
| Interest on loan | (96,603 | ) | 74,901 | |||||
| Changes in assets and liabilities: | ||||||||
| Decrease / (increase) in trade and other receivables | 1,233,260 | (3,647,157 | ) | |||||
| Decrease / (increase) in prepaid expenses | 938,296 | - | ||||||
| (Decrease) / increase in trade and other payables | 7,672,607 | 8,685,599 | ||||||
| (Decrease) / increase in provisions | 5,627 | 36,274 | ||||||
| Increase in borrowings used for working capital purposes | 2,537,192 | 6,398,718 | ||||||
| Fair value of identifiable net assets of Sizzle at 29 February 2024 | - | (23,025,895 | ) | |||||
| Net cash (used in) operating activities | (24,831,646 | ) | (20,769,599 | ) | ||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 42 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 33. | RELATED PARTY DISCLOSURE |
| a) | Agreements between Related Parties |
Effective 1 July 2023, the Company entered into a lease agreement with Okewood Pty Ltd, a company owned by Tony Sage, for the part-lease of 32 Harrogate Street, West Leederville WA 6007 (Lease Agreement). The term of the Lease Agreement is 3 years expiring on 30 June 2026 for a rent of $2,500 per month. The lease covers the rental, outgoings and parking charges under agreements made on commercial terms and conditions at market rates.
As part of the acquisition of European Lithium Ukraine LLC, Millstone and Company Global DWE-LLC (Milestone) provided the Company with an indemnity against the fair value of the take on balances of European Lithium Ukraine, including the short term loans payable with a value of $1,714,192 which has been accounted for as an indemnity asset in accordance with the Group’s accounting policies (refer to note 22). Mr. Zhernov serves as the Managing Partner at Millstone and as such is considered a body corporate entity controlled by Director Mykhailo Zhernov.
| b) | Sales and Purchases between Related Parties |
Balances between the Company and its subsidiaries which are related parties of the Company have been eliminated on consolidation and are not disclosed in this note. Details of percentage of ordinary shares held in subsidiaries are disclosed in Note 34 to the financial statements.
Note 34 provides information about the group’s structure including the details of the subsidiaries and the holding company. The following table provides the total amount of transactions and outstanding balances that have been entered into with other related parties for the current year.
Sales to Related Parties $ | Purchases from
related $ | Loans
to $ | Amounts owed by related parties $ | Amounts
owed Parties $ | ||||||||||||||||||||
| Director related entities | ||||||||||||||||||||||||
| Cyclone Metals Limited | 2025 | 13,095 | - | - | - | - | ||||||||||||||||||
| Cyclone Metals Limited | 2024 | - | 900 | 2,274,383 | 150 | - | ||||||||||||||||||
| Okewood Pty Ltd | 2025 | - | 30,000 | - | - | - | ||||||||||||||||||
| Okewood Pty Ltd | 2024 | - | 30,000 | - | - | - | ||||||||||||||||||
| Boobalicious Pty Ltd | 2025 | - | 6,500 | - | - | - | ||||||||||||||||||
| Boobalicious Pty Ltd | 2024 | - | 6,500 | - | - | - | ||||||||||||||||||
Mr Antony Sage is a director of Cyclone Metals Limited and Okewood Pty Ltd. Mr Malcolm Day is a Director of Boobalicious Pty Ltd. Sales to and purchases from director related entities are for the reimbursement of occupancy, travel and other costs.
| c) | Loans to Related Parties |
On 4 July 2024, the Company entered into a convertible note agreement with Cyclone Metals Ltd (ASX: CLE) for $350,000 (Convertible Note). On 1 November 2024, the Convertible Note, including accrued interest, was repaid through the issue of 451,763,699 CLE shares to the Company. Mr Tony Sage is a director of CLE.
On 13 September 2023 and 12 March 2024, the Company entered into loan agreements and advanced funds of $200,000 and $2,000,000 respectively to CLE (Loans). On 11 December 2024, CLE repaid the Loans (including accrued interest) in full. Mr Tony Sage is a director of CLE.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 43 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| d) | Investments with Related Parties |
On 3 March 2025, the Company completed a placement of $500,000 at an issue price of $0.003 per share with one free attaching option ($0.008 each expiring 5 December 2027) in Moab Minerals Limited (ASX: MOM). Mr Malcom Day is a Director of MOM.
During the year ended 30 June 2025, the Company sold 11,500,000 shares (on a post consolidation basis) it held in CLE to raise funds of $377,218. Mr Tony Sage is a director of CLE.
During the year ended 30 June 2025, the Company participated in the rights issue for $592,808 undertaken by CLE and was issued 37,050,515 shares (on a post consolidation basis) in CLE. Mr Tony Sage is a director of CLE.
During the year, the Company invested funds of $399k in respect to a convertible note entered into with Pan African Niger Limited (PANL) which holds uranium exploration permits in Niger. Mr Tony Sage has a shareholding in PANL.
| 34. | FINANCIAL INSTRUMENTS |
| a) | Significant accounting policies |
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statements.
| b) | Financial risk exposures and management |
The main risks the Group is exposed to through its financial instruments are credit risk, foreign currency risk, interest rate risk, and liquidity risk.
Set out below is an overview of financial instruments, other than cash, restricted cash and short-term deposits, held by the Group as at 30 June 2025:
| At amortised cost | Fair value Through profit or loss | |||||||
| A$ | A$ | |||||||
| Financial assets | ||||||||
| Trade and other receivables | 252,237 | - | ||||||
| Total current | 252,237 | - | ||||||
| Investment in joint venture | - | 174,801,266 | ||||||
| Financial assets at fair value through profit or loss | - | 5,721,395 | ||||||
| Total non-current | - | 180,522,661 | ||||||
| Total assets | 252,237 | 180,522,661 | ||||||
| Financial liabilities | ||||||||
| Trade and other payables | 27,797,762 | - | ||||||
| Short term loan | 1,901,697 | - | ||||||
| Lease liability | 46,637 | - | ||||||
| Warrants liability | - | 62,452,403 | ||||||
| Total current | 29,746,096 | 62,452,403 | ||||||
| Lease liability | 21,685 | - | ||||||
| Total non-current | 21,685 | - | ||||||
| Total liabilities | 29,767,781 | 62,452,403 | ||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 44 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Group as at 30 June 2024:
| At amortised cost | Fair value Through profit or loss | |||||||
| A$ | A$ | |||||||
| Financial assets | ||||||||
| Trade and other receivables | 1,273,879 | - | ||||||
| Short term loan receivable | 2,274,383 | - | ||||||
| Convertible note | - | 298,869 | ||||||
| Total current | 3,548,262 | 298,869 | ||||||
| Investment in joint venture | - | 17,681,136 | ||||||
| Financial assets at fair value through profit or loss | - | 1,390,256 | ||||||
| Total non-current | - | 19,071,392 | ||||||
| Total assets | 3,548,262 | 19,370,261 | ||||||
| Financial liabilities | ||||||||
| Trade and other payables | 17,680,565 | - | ||||||
| Short term loan | 1,886,948 | - | ||||||
| Lease liability | 43,246 | - | ||||||
| Warrants liability | - | 56,755,581 | ||||||
| Total current | 19,610,759 | 56,755,581 | ||||||
| Lease liability | 64,725 | - | ||||||
| Total non-current | 64,725 | - | ||||||
| Total liabilities | 19,675,484 | 56,755,581 | ||||||
Due to their short term nature, the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values.
| c) | Credit risk exposures |
Credit risk represents the loss that would be recognised if the counterparties default on their contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group measures credit risk on a fair value basis.
| d) | Interest rate risk |
The Group is exposed to movements in market interest rates on cash. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate of return.
The entire balance of cash for the Group of $20,021,463 (30 June 2024: $5,778,638) is subject to interest rate risk. Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. At 30 June 2025, if interest rates at that date had been 10 basis points lower with all other variables held constant, there would be no material impact on the post-tax profit for the year.
The balance of cash held on deposit against the offtake prepayment of $23,668,978 (30 June 2024: $22,483,483) is subject to interest rate risk. Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. At 30 June 2025, a movement in the interest rate risks was not material to the Group.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 45 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| e) | Liquidity risk |
The Group manages liquidity risk by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in short term bank deposits.
Set out below is an overview of contractual maturities of financial liabilities as at 30 June 2025:
Less
than 6 A$ | 6
– 12 A$ | Between
| Between
A$ | Over
5 A$ | Total A$ | Carrying A$ | ||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||
| Non-derivatives | ||||||||||||||||||||||||||||
| Trade & other payables | 27,797,762 | - | - | - | - | 27,797,762 | 27,797,762 | |||||||||||||||||||||
| Lease liability | 25,580 | 25,580 | 22,923 | - | - | 74,083 | 68,322 | |||||||||||||||||||||
| Derivatives | ||||||||||||||||||||||||||||
| Warrants liability | 62,452,403 | - | - | - | - | 62,452,403 | 62,452,403 | |||||||||||||||||||||
| Total | 90,275,745 | 25,580 | 22,923 | - | - | 90,324,248 | 90,318,487 | |||||||||||||||||||||
Set out below is an overview of contractual maturities of financial liabilities as at 30 June 2024:
Less
than 6 A$ | 6
– 12 A$ | Between A$ | Between A$ | Over
5 A$ | Total A$ | Carrying A$ | ||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||
| Non-derivatives | ||||||||||||||||||||||||||||
| Trade & other payables | 17,680,565 | - | - | - | - | 17,680,565 | 17,680,565 | |||||||||||||||||||||
| Short term loan | 1,886,948 | - | - | - | - | 1,886,948 | 1,886,948 | |||||||||||||||||||||
| Lease liability | 23,850 | 23,850 | 47,698 | 19,173 | - | 114,571 | 114,571 | |||||||||||||||||||||
| Derivatives | ||||||||||||||||||||||||||||
| Warrants liability | 56,755,581 | - | - | - | - | 56,755,581 | 56,755,581 | |||||||||||||||||||||
| Total | 76,346,944 | 23,850 | 47,698 | 19,173 | - | 76,437,665 | 76,437,665 | |||||||||||||||||||||
| f) | Net fair value |
In accordance with the accounting policies disclosed in Note 2 of the financial statement, the Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:
| ■ | Financial assets at fair value through the profit or loss |
| ■ | Derivative liabilities |
IFRS 13 Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level input that is significant to the measurement can be categorised into as follows:
| ■ | Level 1 – Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date |
| ■ | Level 2 – Measurement based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly |
| ■ | Level 3 – Measurements based on unobservable inputs for the asset or liability. |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 46 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Set out below is an overview of financial assets and liabilities recorded at fair value in the financial statements as at 30 June 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| A$ | A$ | A$ | A$ | |||||||||||||
| Financial assets | ||||||||||||||||
| Financial assets (Note 17) | 5,721,395 | - | - | 5,721,395 | ||||||||||||
| Investment in JV (Note 16) | - | - | 174,801,266 | 174,801,266 | ||||||||||||
| Total assets recognised at fair value | 5,721,395 | - | 174,801,266 | 180,522,661 | ||||||||||||
| Financial liability | ||||||||||||||||
| Warrants liability (Note 23) | 5,387,327 | 57,065,076 | - | 62,452,403 | ||||||||||||
| Total liabilities recognised at fair value | 5,387,327 | 57,065,076 | - | 62,452,403 | ||||||||||||
Set out below is an overview of financial assets and liabilities recorded at fair value in the financial statements as at 30 June 2024:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| A$ | A$ | A$ | A$ | |||||||||||||
| Financial assets | ||||||||||||||||
| Financial assets (Note 17) | 1,390,256 | - | - | 1,390,256 | ||||||||||||
| Investment in JV (Note 16) | - | - | 17,681,136 | 17,681,136 | ||||||||||||
| Convertible Note (Note 11) | - | - | 298,869 | 298,869 | ||||||||||||
| Total assets recognised at fair value | 1,390,256 | - | 17,980,005 | 19,370,261 | ||||||||||||
| Financial liability | ||||||||||||||||
| Warrants liability (Note 23) | 3,508,115 | 53,247,466 | - | 56,755,581 | ||||||||||||
| Total liabilities recognised at fair value | 3,508,115 | 53,247,466 | - | 56,755,581 | ||||||||||||
| g) | Foreign currency risk |
The Group operates internationally and is exposed to foreign exchange risk arising from commercial transactions. The Group converted assets and liabilities into the functional currency where balances were denominated in a currency other than the Australian dollar.
The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency.
| 35. | SUBSIDIARIES |
| Ownership Interest | ||||||||||
| Country of Incorporation | 2025 % | 2024 % | ||||||||
| European Lithium Limited | Australia | n/a | n/a | |||||||
| Subsidiaries | ||||||||||
| ECM Lithium AT GmbH | Austria | 100 | 100 | |||||||
| ECM Lithium AT Operating GmbH | Austria | 100 | 100 | |||||||
| European Lithium AT (Investments) Ltd | British Virgin Islands | 100 | 100 | |||||||
| Critical Metals Corp | British Virgin Islands | 60.92 | 83.70 | |||||||
| Critical BTC LLC | USA | 100 | - | |||||||
| CM Sub Corp (previously Sizzle Acquisition Corp) | USA | 100 | 100 | |||||||
| LRH Resources Limited | Irish | 100 | - | |||||||
| Lithium Exploration GmbH | Austria | 100 | 100 | |||||||
| European Lithium Ukraine Limited | Ukraine | 100 | 100 | |||||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 47 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 36. | KEY MANAGEMENT PERSONNEL DISCLOSURES |
| a) | Key management personnel compensation |
2025 A$ | 2024 A$ | |||||||
| Short-term employee benefits | 1,247,283 | 552,000 | ||||||
| Share-based payments – performance rights | 70,050 | 63,000 | ||||||
| Share-based payments – CRML share based payments | 27,644,393 | 298,117 | ||||||
| 28,961,726 | 913,117 | |||||||
| b) | Equity instrument disclosures relating to key management personnel |
Refer to note 27 for details on options, performance rights and performance shares issued to key management personnel of the Group during the year.
| 37. | PARENT ENTITY FINANCIAL INFORMATION |
| a) | Summary financial information |
The individual financial statements of the parent entity show the following aggregate amounts:
2025 A$ | 2024 A$ | |||||||
| Statement of financial position | ||||||||
| Current assets | 17,990,790 | 13,049,293 | ||||||
| Total assets | 60,940,988 | 60,954,694 | ||||||
| Current liabilities | 349,724 | 325,391 | ||||||
| Total liabilities | 349,724 | 353,913 | ||||||
| Net assets | 60,591,264 | 60,600,781 | ||||||
| Shareholders Equity | ||||||||
| Issued capital | 87,962,412 | 86,182,412 | ||||||
| Reserves | 18,473,610 | 17,946,723 | ||||||
| Accumulated losses | (45,844,758 | ) | (43,528,354 | ) | ||||
| Total equity | 60,591,264 | 60,600,781 | ||||||
| Net loss for the year | (2,316,404 | ) | 13,592,099 | |||||
| Comprehensive loss | (2,316,404 | ) | 13,592,099 | |||||
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 48 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 38. | EVENTS AFTER THE REPORTING PERIOD |
SID
19 May 2026 – The Company announced that it has entered into a binding Scheme Implementation Deed (SID) with CRML under which it is proposed that CRML will acquire 100% of the issued share capital in EUR and all EUR listed options.
Equity Movements
6 August 2025 - The Company issued 45,000,000 performance rights to Directors of the Company as approved by shareholders, and 35,000,000 performance rights to a consultant of the Company also as approved by shareholders.
19 August 2025 - The Company issued 84,658,234 EUROC listed options (with an exercise price of $0.10 each expiring 30 April 2027) to Directors and consultants of the Company as approved by shareholders. On the same day, the Company issued 35,000,000 EURO listed options (with an exercise price of $0.08 each expiring 14 November 2025) and 819,570 shares to consultants of the Company as approved by shareholders.
27 August 2025 - The Company issued 700,000 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025).
6 October 2025 – The Company issued 2,249,114 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025).
13 October 2025 – The Company issued 50,000,000 shares upon the conversion of performance rights.
16 October 2025 – The Company issued 3,600,000 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025) and 5,000,000 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
20 October 2025 – The Company issued 2,965,000 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
22 October 2025 - The Company issued 5,876,290 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
23 October 2025 - The Company issued 21,923,788 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025) and 2,588,550 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
27 October 2025 – The Company issued 7,625,184 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025) and 750,000 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
29 October 2025 – The Company issued 14,848,334 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025) and 4,000 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
30 October 2025 – The Company issued 8,764,584 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025) and 280,096 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
3 November 2025 - The Company issued 11,840,239 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
4 November 2025 - The Company issued 26,295,597 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
6 November 2025 - The Company issued 28,751,372 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 49 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
10 November 2025 - The Company issued 19,309,246 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
12 November 2025 - The Company issued 21,818,170 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
13 November 2025 - The Company issued 15,113,304 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
14 November 2025 – A total of 7,500,000 incentive shares (subject to milestone) lapsed unvested
17 November 2025 - The Company issued 15,391,460 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025)
19 November 2025 - The Company issued 4,650,283 shares upon the exercise of listed options ($0.08 each expiring 14 November 2025) and 6,100,000 listed options ($0.10 each expiring 30 April 2027) to consultants of the Company
3 December 2025 – The Company issued 270,000,000 performance rights (subject to vesting conditions) to Directors of the Company following approval by shareholders and 506,117 shares to a consultant of the Company following approval by shareholders
16 December 2025 – The Company issued 3,878,206 unlisted options ($0.08 each expiring 31 December 2026)
17 December 2025 – The Company issued 772,076 unlisted options ($0.08 each expiring 31 December 2026) to Directors of the Company in respect to the shortfall offer following approval by shareholders
19 January 2026 – The Company issued 17,500,000 shares upon the exercise of options ($0.10 each expiring 30 April 2027)
27 January 2026 – The Company issued 4,300,000 shares upon the exercise of options ($0.10 each expiring 30 April 2027) and 696,662 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
10 February 2026 – The Company issued 253,787 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
20 February 2026 - The Company issued 9,000,000 listed options ($0.10 each expiring 30 April 2027) to an advisor of the Company.
30 March 2026 – The Company issued 560,600 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
1 April 2026 – The Company cancelled 23,955,240 shares following completion of the buyback
22 April 2026 – A total of 30,000,000 performance rights (subject to vesting conditions) were cancelled unvested
7 May 2026 – The Company issued 154,012 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
17 May 2026 – The Company issued 4,530 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
3 June 2026 – The Company issued 4,663,778 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027), 2,000,000 shares upon the exercise of unlisted options ($0.12 each expiring 26 June 2026) and 5,983 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
10 June 2026 – The Company issued 137,222 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
11 June 2026 – The Company issued 2,000,000 shares upon the exercise of unlisted options ($0.12 each expiring 26 June 2026)
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 50 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Sale of CRML Shares
9 July 2025 - The Company announced that it had sold a further 500,000 shares in CRML to a US institutional investor at US$3.25 per share to raise total funds of US$1.625m (approximately A$2.5m) net proceeds to EUR.
24 July 2025 - The Company announced that it had sold a further 500,000 shares in CRML to a US institutional investor at US$3.60 per share to raise total funds of US$1.8m (approximately A$2.7m) net proceeds to EUR.
7 October 2025 - The Company announced that it had sold a further 3,000,000 shares in CRML to a US institutional investor at US$7.00 per share to raise total funds of US$21.0m (approximately A$31.7m) net proceeds to EUR.
11 October 2025 - The Company announced that it had sold a further 3,850,000 shares in CRML to a US institutional investor at US$13.00 per share to raise total funds of US$50.0m (approximately A$76.1m) net proceeds to EUR.
15 October 2025 - The Company announced that it had sold a further 3,030,303 shares in CRML to a US institutional investor at US$16.50 per share to raise total funds of US$50.0m (approximately A$76.8m) net proceeds to EUR.
21 January 2026 - The Company sold 5,000,000 shares it held in CRML for net proceeds of US$83.1m (approximately A$121.928m) net proceeds to EUR.
5 February 2026 - The Company sold 2,500,000 shares it held in CRML to raise net proceeds of US$32.06m (approximately A$45.68m) net proceeds to EUR.
PIPE
7 October 2025 – CRML completed a private placement to raise funds of US$35m
17 October 2025 – CRML completed a private placement to raise funds of US$50m
22 April 2026 – CRML completed a private placement to raise funds of US$60m
Share Buy Back
3 October 2025 - The Company announced that it will be undertaking an on-market buy-back of up to 135,000,000 ordinary shares (Share Buy-Back). On 1 April 2026, the Company cancelled 23,955,240 shares purchased as part of the Share Buy-Back.
1 April 2026 – The Company confirmed that it would be undertaking a new on-market share buy-back for a further period of 6 months from 15 April 2026 to 15 October 2026, unless completed or terminated earlier (the Extended Share Buy-Back). No shares have been purchased under the Extended Share Buy-Back.
Pan African
4 July 2025 - The Company subscribed for convertible loan notes of EURO$150,000 in Pan African Niger Limited (PANL). Interest accrues at 20% per annum and is repayable or convertible on or before 31 December 2025 (Convertible Note). The Company may elect to convert the Convertible Note into shares based on the market value price per PANL share at the date of conversion discounted by 50%.
13 March 2026 – The Company made payments of US42m to acquire shares held by First Investments Holdings Ltd in PANL.
Velta Acquisition
27 January 2026 - the Company announced that it had entered into a binding agreement to acquire 100% of Velta Holding (Velta), a US-based titanium company with manufacturing and mining assets located in Ukraine. Under the terms of the agreement, the Company will acquire 100% of the issued capital of Velta for total consideration of approximately 173 million fully paid shares in the Company, subject to the completion of final due diligence and satisfaction of customary conditions precedent.
5 February 2026 - the Company advanced funds of US$5,000,000 to Velta. The funds were advanced under a loan agreement and bear interest at 10% per annum and is secured over the assets of Velta. The loan is repayable the earlier of 1 March 2027, the occurrence of a mandatory repayment event of 10 business days following the completion of Velta pursuant to the binding agreement entered into and announced on 27 January 2026.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 51 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
26 February 2026 - the Company provided its subsidiary, European Lithium Ukraine LLC, with US$21,000,000 in funds to participate in the debt repurchase auction in connection with the acquisition of Velta (see ASX announcement dated January 27, 2026). European Lithium Ukraine LLC subsequently acquired the debts via auction.
19 May 2026 – The Company advanced funds of US$6,000,000 to Velta. The funds were advanced under a loan agreement and bear interest at 10% per annum and is secured over the assets of Velta. The loan is repayable the earlier of 1 March 2027, the occurrence of a mandatory repayment event of 10 business days following the completion of Velta pursuant to the binding agreement entered into and announced on 27 January 2026.
Moab Minerals Limited
10 July 2025 - the Company participated in a placement of $141,000 with Moab Minerals Limited (ASX: MOM) and was issued 141,000,000 shares in MOM hence increasing it’s shareholding to ~16%. On the same day, EUR granted a cash loan of $500k to MOM.
4 May 2026 – The Company EUR granted a cash loan of $200k to MOM.
Projects
16 July 2025 and 21 July 2025 - the Company announcement the commencement of the resource upgrade diamond drilling program at the Tanbreez Project.
13 August 2025 - the Company announced that Tanbreez Mining Greenland A/S (Tanbreez), has appointed NIRAS A/S (NIRAS), a globally leading multidisciplinary engineering and environmental consultancy based in Denmark, to complete the Definitive Feasibility Study (DFS) for a 500,000 metric tonnes per annum (Mtpa) mining and processing operation at the Tanbreez Project.
27 August 2025 - the Company announced that CRML has entered into a non-binding letter of intent with Ucore Rare Metals Inc. for a potential offtake agreement for up to 10,000 metric tons of rare earth concentrate from our Tanbreez Project, which represents approximately 10% of the Tanbreez Project’s initial projected production.
2 October 2025 - the Company announced that CRML entered into Amendment No. 1 to the Amended and Restated Heads of Agreement (the HoA Amendment) with Rimbal Pty. Ltd. (Rimbal). The HoA Amendment amends the Amended and Restated Heads of Agreement, dated as of 19 July 2024 between the Company and Rimbal, which is the agreement that sets forth the terms by which the Company can acquire an up to 92.5% ownership interest in the Tanbreez Green Rare Earth Mine (Tanbreez). The HoA Amendment, among other things, (i) removes the Company’s obligation to invest $10 million in Tanbreez to increase its ownership stake in Tanbreez to 92.5% and (ii) upon approval from the Greenlandic Mineral Resources Authority of Rimbal’s transfer of Tanbreez to the Company, obligates the Company to increase its ownership in Tanbreez from 42% to 92.5% in exchange for the issuance of 14,500,000 ordinary shares, par value $0.001 per share, of the Company (Ordinary Shares) to Rimbal. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company.
9 October 2025 – The Company announced that CRML has signed a letter of intent for an offtake agreement with REalloys Inc.
10 December 2025 – The Company announced that CRML has executed the the Term-Sheet for creating a 50%-50% joint venture between CRML and Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L. (FPCU) of Romania, a state-owned entity and a strategic partner from a European Union and NATO member country. This takes the total offtake from Tanbreez Project to 75% of future production.
16 December 2025 – The Company released drilling results from drilling undertaken at the Tanbreez Project.
9 January 2026 – The Company confirmed that CRML has formally greenlit the commencement of constructions of a multi-use storage and pilot plant facility in Qaqortoq, Greenland, a key enabling infrastructure project for the Tanbreez Project.
13 January 2026 – The Company announced that CRML has ordered a fully turnkey integrated mobile geochemical analysis centre.
15 January 2026 – The Company released drilling results from drilling undertaken at the Tanbreez Project.
10 February 2026 – The Company released drilling results from drilling undertaken at the Tanbreez Project.
18 February 2026 – The Company released assay results from drilling undertaken at the Tanbreez Project.
20 April 2026 – The Company announced that the Government of Greenland has approved the transfer of the remaining 50.5% interest in the Tanbreez Project to CRML bringing CRML ownership to 92.5%. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company.
No other matters or circumstances have arisen since the end of the financial year which significantly altered or may significantly alter the operations of the Company, the results of those operations or the state of affairs of the Company in financial years subsequent to 30 June 2025.
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 52 |
DIRECTORS’ DECLARATION
| 1. | In the opinion of the directors of European Lithium Limited (the ‘Company’): |
| a. | the accompanying financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for the year then ended |
| b. | there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and |
| c. | the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. |
This declaration is signed in accordance with a resolution of the board of directors.
Dated 19 June 2026
| Tony Sage | |
| Chairman | |
| Perth, Western Australia |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 53 |
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF EUROPEAN LITHIUM LIMITED
Report on the Audit of the Financial Statements
Opinion
We have audited the consolidated financial statements of European Lithium Limited (the Company) and its controlled entities (the Group), which comprise the consolidated statement of financial position as at 30 June 2025 and as at 30 June 2024, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 30 June 2025 and 30 June 2024, and its financial performance and cash flows for the years then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“US GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management of the Company is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
| Brisbane | Melbourne | Perth | Sydney |  |
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| 240 Queen Street | 530 Collins Street | 197 St Georges Terrace | 88 Phillip Street | |
| Brisbane QLD 4000 | Melbourne VIC 3000 | Perth WA 6000 | Sydney NSW 2000 | |
| T + 61 7 3085 0888 | T + 61 3 8635 1800 | T + 61 8 6184 5980 | T + 61 2 8059 6800 |
| SW Audit ABN 39 533 589 331. Liability limited by a scheme approved under Professional Standards Legislation. SW Audit is an independent member of ShineWing International Limited. | sw-au.com |
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 54 |
INDEPENDENT AUDITORS REPORT
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with US GAAS, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. | |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. | |
| ● | Conclude whether, in our judgement, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern for a reasonable period of time. | |
| ● | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. | |
| ● | Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision and review of the work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them, all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Purpose of this Report and Limitation of Liability
This report has been prepared solely for the purposes of inclusion in the Report on Form 6-K of Critical Metals Corp. filed with the United States Securities and Exchange Commission (the “SEC”) and incorporation by reference into the registration statements of Critical Metals Corp. identified therein, pursuant to the requirements of Regulation S-X under the Securities Exchange Act of 1934. Our audits were conducted for the purpose of enabling the directors of the Company to comply with their obligations in connection with that filing. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the directors of European Lithium Limited and Critical Metals Corp., in discharging their responsibilities in connection with this filing, for our audit work, for this report, or for the opinions we have formed.
SW Audit
Chartered Accountants
Perth, Australia
19 June 2026
| FINANCIAL STATEMENTS 2025 AND 2024 | Page 55 |
Exhibit 99.3
EUROPEAN LITHIUM LIMITED
ABN 45 141 450 624
Interim Financial Report
For the Half Year Ended
31 December 2025 and 2024
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 1 |
| CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
| FOR THE HALF YEAR ENDED 31 DECEMBER 2025 AND 2024 |
| Note | 31 December | 31 December | ||||||||
| Other income | 3 | 545,959 | 844,167 | |||||||
| Net gain on disposal and deemed disposals of CRML shares | 9 | 16,825,850 | - | |||||||
| Gain on extinguishment of liability | (103,180 | ) | - | |||||||
| Gain on deconsolidation | 23 | 1,275,503,015 | - | |||||||
| Gain on deconsolidation – foreign exchange | 2,581,413 | - | ||||||||
| Employee benefits expense | (276,500 | ) | (1,318,290 | ) | ||||||
| Depreciation and amortisation expense | (1,709 | ) | (4,313 | ) | ||||||
| Depreciation and amortisation expense - leased assets | (13,117 | ) | (20,832 | ) | ||||||
| Finance costs | (904,261 | ) | (93,045 | ) | ||||||
| Exploration expenditure expensed | - | (377,975 | ) | |||||||
| Exploration expenditure impairment | 8 | (273,472 | ) | - | ||||||
| Consulting fees | 4 | (7,517,727 | ) | (2,168,339 | ) | |||||
| Travel expenses | (136,421 | ) | (303,352 | ) | ||||||
| Regulatory and compliance costs | (438,905 | ) | (901,440 | ) | ||||||
| Gain on fair value of financial assets through profit or loss | 11 | 3,302,867 | 4,177,368 | |||||||
| Share-based payments | 20 | (4,755,316 | ) | (27,170,264 | ) | |||||
| Share of net (loss)/gain of associates accounted for using the equity method | 9 | (74,253,802 | ) | 1,844 | ||||||
| Foreign exchange (loss)/gain | (512,887 | ) | 1,387,854 | |||||||
| Administration expenses | (91,826 | ) | (334,945 | ) | ||||||
| Promotion and investor relations | (196,602 | ) | (521,729 | ) | ||||||
| Insurance | (98,078 | ) | (2,054,085 | ) | ||||||
| Occupancy | (2,154 | ) | - | |||||||
| Gain on fair value of warrants | - | 2,406,337 | ||||||||
| Share of net profit of JV accounted for using the equity method | - | 152,831 | ||||||||
| Other expenses | (46,329 | ) | (8,548 | ) | ||||||
| CRML expenses up until deconsolidation | (15,702,750 | ) | - | |||||||
| Profit/(loss) before income tax | 1,193,434,068 | (26,306,756 | ) | |||||||
| Income tax expense | 5 | (47,692,323 | ) | - | ||||||
| Profit/(loss) after tax | 1,145,741,745 | (26,306,756 | ) | |||||||
| Other comprehensive income, net of income tax | ||||||||||
| Items that may be reclassified to profit or loss | ||||||||||
| Exchange differences on translation of foreign operations | (28,056,310 | ) | (5,552,131 | ) | ||||||
| Other comprehensive (loss) for the period, net of income tax | (28,056,310 | ) | (5,552,131 | ) | ||||||
| Total comprehensive profit/(loss) for the period | 1,117,685,435 | (31,858,887 | ) | |||||||
| Profit/(Loss) for the period attributable to: | ||||||||||
| Members of European Lithium Limited | 1,152,202,548 | (19,381,979 | ) | |||||||
| Non-controlling interests | (6,460,803 | ) | (6,924,777 | ) | ||||||
| 1,145,741,745 | (26,306,756 | ) | ||||||||
| Total comprehensive profit/(loss) for the period attributable to: | ||||||||||
| Members of European Lithium Limited | 1,123,783,750 | (31,277,553 | ) | |||||||
| Non-controlling interests | (6,098,315 | ) | (581,334 | ) | ||||||
| 1,117,685,435 | (31,858,887 | ) | ||||||||
| Profit/(loss) per share for the period | ||||||||||
| Basic profit/(loss) per share (cents per share) | 22 | 74.50 | (1.87 | ) | ||||||
| Diluted profit/(loss) per share (cents per share) | 22 | 54.38 | (1.87 | ) | ||||||
The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 2 |
| CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| AS AT 31 DECEMBER 2025 AND 2024 |
| Note | 31 December | 30
June | ||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 6 | 85,059,162 | 20,021,463 | |||||||
| Term deposit carried at amortised cost | 6 | 113,340,481 | - | |||||||
| Trade and other receivables | 259,467 | 252,237 | ||||||||
| Prepaid expenses | 54,127 | 1,562,246 | ||||||||
| Indemnification asset | 13 | 1,714,192 | 1,714,192 | |||||||
| Short-term loan receivable | 7 | 4,651,988 | - | |||||||
| Convertible note | 273,038 | - | ||||||||
| Total Current Assets | 205,352,455 | 23,550,138 | ||||||||
| Non-Current Assets | ||||||||||
| Property, plant and equipment | 1,981 | 5,365 | ||||||||
| Deferred exploration and evaluation expenditure | 8 | - | 60,610,945 | |||||||
| Investment in associates | 9 | 1,135,381,772 | 1,008,716 | |||||||
| Restricted cash and other deposits | 50,000 | 23,661,204 | ||||||||
| Investment in joint venture | 10 | - | 174,801,266 | |||||||
| Financial assets at fair value through profit or loss | 11 | 15,994,243 | 5,721,395 | |||||||
| Right of use asset | 12,904 | 60,919 | ||||||||
| Long term loan receivable | 12 | 1,125,089 | - | |||||||
| Total Non-Current Assets | 1,152,565,989 | 265,869,810 | ||||||||
| TOTAL ASSETS | 1,357,918,444 | 289,419,948 | ||||||||
| LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Trade and other payables | 13 | 2,575,857 | 27,797,760 | |||||||
| Provisions | 14 | 6,762,741 | 41,901 | |||||||
| Lease liability | 17,233 | 46,637 | ||||||||
| Short-term loan payable | 15 | - | 1,901,697 | |||||||
| Warrants liability | 16 | - | 62,452,403 | |||||||
| Total Current Liabilities | 9,355,831 | 92,240,398 | ||||||||
| Non-Current Liabilities | ||||||||||
| Offtake prepayment | 17 | - | 22,893,600 | |||||||
| Lease liability | 1,474 | 21,685 | ||||||||
| Deferred tax liability | 5 | 39,959,803 | - | |||||||
| Total Non-Current Liabilities | 39,961,277 | 22,915,285 | ||||||||
| TOTAL LIABILITIES | 49,317,108 | 115,155,683 | ||||||||
| NET ASSETS /(LIABILITIES) | 1,308,601,336 | 174,264,265 | ||||||||
| EQUITY | ||||||||||
| Issued capital | 18 | 101,514,533 | 153,136,087 | |||||||
| Reserves | 19 | (2,430,442 | ) | 259,198,892 | ||||||
| Accumulated losses | 1,209,517,245 | (292,793,642 | ) | |||||||
| Non-controlling interest | - | 54,722,928 | ||||||||
| TOTAL EQUITY/(DEFICIENCY) | 1,308,601,336 | 174,264,265 | ||||||||
The above Condensed Consolidated Statement of Financial Position is to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 3 |
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE HALF YEAR ENDED 31 DECEMBER 2025 AND 2024 |
Issued | Accumulated | Share-based | Foreign | Nasdaq | Sub-total A$ | Non- | Total
A$ | |||||||||||||||||||||||||
| At 1 July 2024 | 151,356,087 | (221,301,205 | ) | 16,850,958 | 927,195 | 68,406,502 | 16,239,537 | (7,794,839 | ) | 8,444,698 | ||||||||||||||||||||||
| Loss for the period | - | (19,381,979 | ) | - | - | - | (19,381,979 | ) | (6,924,777 | ) | (26,306,756 | ) | ||||||||||||||||||||
| Foreign currency exchange differences arising on translation from functional currency to presentation currency | - | - | - | (11,895,574 | ) | - | (11,895,574 | ) | 6,343,443 | (5,552,131 | ) | |||||||||||||||||||||
| Total comprehensive loss for the period | - | (19,381,979 | ) | - | (11,895,574 | ) | - | (31,277,553 | ) | (581,334 | ) | (31,858,887 | ) | |||||||||||||||||||
| Issue of shares – placement | 2,000,000 | - | - | - | - | 2,000,000 | - | 2,000,000 | ||||||||||||||||||||||||
| Issue of listed options to advisor | (100,000 | ) | - | 100,000 | - | - | - | - | - | |||||||||||||||||||||||
| CRML - Movement during the period | ||||||||||||||||||||||||||||||||
| - Issue of CRML shares for TM1 acquisition | - | - | 12,257,126 | - | - | 12,257,126 | 1,379,751 | 13,636,877 | ||||||||||||||||||||||||
| - Issue of shares for Tanbreez acquisition and other issue of shares | - | - | 113,887,259 | - | - | 113,887,259 | 31,943,940 | 145,831,199 | ||||||||||||||||||||||||
| - Issue of shares and RSUs by subsidiary | - | - | 22,316,706 | - | - | 22,316,706 | 7,098,484 | 29,415,190 | ||||||||||||||||||||||||
| Options issued to Directors | - | - | 49,418 | - | - | 49,418 | - | 49,418 | ||||||||||||||||||||||||
| Share issue costs | (120,000 | ) | - | - | - | - | (120,000 | ) | - | (120,000 | ) | |||||||||||||||||||||
| At 31 December 2024 | 153,136,087 | (240,683,184 | ) | 165,461,467 | (10,968,379 | ) | 68,406,502 | 135,352,493 | 32,046,002 | 167,398,495 | ||||||||||||||||||||||
The above Condensed Consolidated Statement of Changes in Equity is to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 4 |
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE HALF YEAR ENDED 31 DECEMBER 2025 AND 2024 |
Issued | Accumulated | Share-based | Foreign | Nasdaq | Sub-total A$ | Non- | Total
A$ | |||||||||||||||||||||||||
| At 1 July 2025 | 153,136,087 | (292,793,642 | ) | 188,131,583 | 2,660,807 | 68,406,502 | 119,541,337 | 54,722,928 | 174,264,265 | |||||||||||||||||||||||
| Profit/(Loss) for the period | - | 1,152,202,548 | - | - | - | 1,152,202,548 | (6,460,803 | ) | 1,145,741,745 | |||||||||||||||||||||||
| Foreign currency exchange differences arising on translation from functional currency to presentation currency, net of tax | - | - | - | (28,418,798 | ) | - | (28,418,798 | ) | 362,488 | (28,056,310 | ) | |||||||||||||||||||||
| Total comprehensive loss for the period | - | 1,152,202,548 | - | (28,418,798 | ) | - | 1,123,783,750 | (6,098,315 | ) | 1,117,685,435 | ||||||||||||||||||||||
| Issue of shares – consultant | 183,180 | - | - | - | - | 183,180 | - | 183,180 | ||||||||||||||||||||||||
| Issue of shares – exercise of options | 17,800,022 | - | - | - | - | 17,800,022 | - | 17,800,022 | ||||||||||||||||||||||||
| Share buy-back | (4,431,075 | ) | - | - | - | - | (4,431,075 | ) | - | (4,431,075 | ) | |||||||||||||||||||||
| Issue of listed options – August 2025 | - | - | 89,316 | - | - | 89,316 | - | 89,316 | ||||||||||||||||||||||||
| Issue of unlisted options – December 2025 | - | - | 9,301 | - | - | 9,301 | - | 9,301 | ||||||||||||||||||||||||
| Issue of listed options to advisor | - | - | 2,248,500 | - | - | 2,248,500 | - | 2,248,500 | ||||||||||||||||||||||||
| CRML - Movement during the period | ||||||||||||||||||||||||||||||||
| - Issue of shares for PIPE | - | - | (74,661 | ) | - | - | (74,661 | ) | 5,672,936 | 5,598,275 | ||||||||||||||||||||||
| - Vesting of RSU’s | - | - | (1,775,281 | ) | - | - | (1,775,281 | ) | 1,775,281 | - | ||||||||||||||||||||||
| - Issue of shares for exercise of warrants | - | - | 16,808,435 | - | - | 16,808,435 | 16,436,723 | 33,245,158 | ||||||||||||||||||||||||
| - Off market transfer of CRML shares | - | - | 31,911,696 | - | - | 31,911,696 | 5,022,509 | 36,934,205 | ||||||||||||||||||||||||
| Performance rights issued to Directors | - | - | 2,402,266 | - | - | 2,402,266 | - | 2,402,266 | ||||||||||||||||||||||||
| Performance rights issued to consultants | - | - | 104,550 | - | - | 104,550 | - | 104,550 | ||||||||||||||||||||||||
| Deconsolidation of CRML | (65,173,681 | ) | 350,108,339 | (216,528,156 | ) | - | (68,406,502 | ) | - | (77,532,062 | ) | (77,532,062 | ) | |||||||||||||||||||
| Share issue costs | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| At 31 December 2025 | 101,514,533 | 1,209,517,245 | 23,327,549 | (25,757,991 | ) | - | 1,308,601,336 | - | 1,308,601,336 | |||||||||||||||||||||||
The above Condensed Consolidated Statement of Changes in Equity is to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 5 |
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE HALF YEAR ENDED 31 DECEMBER 2025 AND 2024 |
| Note | 31 December 2025 A$ | 31 December 2024 A$ | ||||||||
| Cash flows from operating activities | ||||||||||
| Payments to suppliers and employees | (11,432,859 | ) | (5,287,715 | ) | ||||||
| Interest received | 486,601 | 20,477 | ||||||||
| Grant proceeds | - | 148,672 | ||||||||
| Net cash (used in) operating activities | (10,946,258 | ) | (5,118,566 | ) | ||||||
| Cash flows from investing activities | ||||||||||
| Payments for exploration and evaluation | (943,042 | ) | (1,277,381 | ) | ||||||
| Purchase of property, plant and equipment | (1,401 | ) | (1,784 | ) | ||||||
| Investment in financial assets | (9,634,133 | ) | (592,808 | ) | ||||||
| Convertible note | (273,038 | ) | - | |||||||
| Proceeds from sale of investments | 23 | 192,440,216 | 150,000 | |||||||
| Investment in joint venture | (4,724,373 | ) | (1,076,937 | ) | ||||||
| Cash acquired on acquisition of subsidiary | - | 883 | ||||||||
| Cash balance on deconsolidation of subsidiary | 23 | (50,229,091 | ) | - | ||||||
| Transaction costs with sale of CRML shares | (4,699,879 | ) | - | |||||||
| Transaction costs for CRML convertible note transaction | (16,055,107 | ) | - | |||||||
| Costs associated with Obeikan Investment Group | - | (257,345 | ) | |||||||
| Net cash provided by / (used in) investing activities | 105,880,152 | (3,055,372 | ) | |||||||
| Cash flows from financing activities | ||||||||||
| Proceeds from exercise of options | 36,823,147 | 1,063,118 | ||||||||
| Proceeds from the issue of shares | 53,583,250 | 2,000,000 | ||||||||
| Convertible note | - | (350,000 | ) | |||||||
| Transaction costs related to issue of equity | (3,226,477 | ) | (120,000 | ) | ||||||
| Advancement of short-term loan facility | (2,200,000 | ) | - | |||||||
| Repayment of short-term loan facility | 3,780,988 | 2,370,986 | ||||||||
| Proceeds from issue of new options | 19 | 98,617 | - | |||||||
| Loan financing costs | (490,148 | ) | - | |||||||
| Share buy-back | (4,431,075 | ) | - | |||||||
| New options funds to be reimbursed | 13 | 20,152 | - | |||||||
| Repayment of lease liabilities | (10,893 | ) | (25,579 | ) | ||||||
| Reclassification of cash to term deposit carried at amortised cost | 6 | (113,340,481 | ) | - | ||||||
| Net cash provided by financing activities | (29,392,920 | ) | 4,938,525 | |||||||
| Net increase / (decrease) in cash and cash equivalents | 65,540,974 | (3,235,413 | ) | |||||||
| Cash and cash equivalents at beginning of the period | 20,021,463 | 5,778,638 | ||||||||
| Effects on exchange rate fluctuations on cash held | (503,275 | ) | (29,288 | ) | ||||||
| Cash and cash equivalents at end of period | 6 | 85,059,162 | 2,513,937 | |||||||
The above Condensed Consolidated Statement of Cash Flows is to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 6 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 1. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
Statement of compliance
These interim condensed consolidated financial statements are general purpose financial statements prepared in accordance with the requirements of IAS 34 Interim Financial Reporting.
The Directors have assessed the Group’s ability to continue as a going concern for 12 months from the date of this report and consider it appropriate to adopt the going concern basis of accounting in preparing the half year financial statements.
The condensed consolidated financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Group as in the full financial report.
It is recommended that this interim financial report be read in conjunction with the annual financial report for the year ended 30 June 2025 and 2024 and any public announcements made by European Lithium Limited and its subsidiaries during the half-year.
Basis of preparation
The condensed consolidated financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial instruments to fair value. Cost is based on the fair value of the consideration given in exchange for assets. The company is domiciled in Australia and all amounts are presented in Australian dollars, unless otherwise noted.
For the purpose of preparing the interim financial report, the half-year has been treated as a discrete reporting period.
Adoption of new and revised standards
Standards and Interpretations applicable to 31 December 2025
In the half-year ended 31 December 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the IASB that are relevant to the Company and effective for the interim reporting periods beginning on or after 1 July 2025. As a result of this review, the Directors have applied all new and amended Standards and Interpretations that were effective as at 1 July 2025 with no material impact on the amounts or disclosures included in the financial report.
Accounting policies and methods of computation
The accounting policies and methods of computation adopted are consistent with those of the previous financial year and corresponding half-year with the exception of the below. These accounting policies are consistent with International Financial Reporting Standards as issued by the IASB.
Accounting policy Cash, cash equivalents and term deposits carried at amortised costs
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
Term deposits carried at amortised cost in the statement of financial position comprise long-term deposits with a maturity of more than three months.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and Term deposits carried at amortised cost as defined above.
Significant accounting judgments and key estimates
The preparation of the interim financial report requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.
In preparing this interim financial report, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report for the year ended 30 June 2025.
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 7 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 2. | SEGMENT REPORTING |
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. In the case of the Group the CODM are the executive management team and all information reported to the CODM is based on the consolidated results of the Group as one operating segment, as the Group’s activities relate to mineral exploration.
As at 31 December 2025, the Group has only one reportable segment and the results are the same as the Group results.
| 3. | OTHER INCOME |
Six months ended 31 December 2025 A$ | Six months ended 31 December 2024 A$ | |||||||
| Bank interest revenue | 486,601 | 416,367 | ||||||
| Interest on long term loan (note 12) | 25,089 | 96,603 | ||||||
| Interest on short term loan (note 7) | 27,616 | - | ||||||
| Interest on convertible note | - | 11,411 | ||||||
| Other income | 138 | 171,114 | ||||||
| Realised gain on sale of listed shares (note 11) | 6,515 | - | ||||||
| Grant proceeds | - | 148,672 | ||||||
| 545,959 | 844,167 | |||||||
| 4. | EXPENSES |
Six months ended 31 December 2025 A$ | Six months ended 31 December 2024 A$ | |||||||
| Consulting Fees | ||||||||
| Taxation advisors | (284,010 | ) | (363,662 | ) | ||||
| Company secretarial advisors | (30,500 | ) | (30,000 | ) | ||||
| Accounting fees | (189,687 | ) | (125,091 | ) | ||||
| Corporate advisory fees | (6,793,130 | ) | (15,000 | ) | ||||
| General | (220,400 | ) | (163,676 | ) | ||||
| CRML consultants | - | (1,470,910 | ) | |||||
| (7,517,727 | ) | (2,168,339 | ) | |||||
| 5. | INCOME TAX |
The Group calculates the period income tax expense using the best estimate of the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed consolidated statement of profit or loss are:
Six months ended 31 December 2025 A$ | Six months ended 31 December 2024 A$ | |||||||
| Consolidated profit or loss | ||||||||
| Current income tax expense (note 14) | 6,762,741 | - | ||||||
| Deferred income tax expense relating to origination and reversal of temporary differences | 40,929,582 | - | ||||||
| Income tax expense reported in the statement of profit or loss | 47,692,323 | - | ||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 8 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Six months ended 31 December 2025 A$ | Six months ended 31 December 2024 A$ | |||||||
| Deferred tax related to items recognised in OCI during the year | ||||||||
| Exchange differences on translation of foreign operations | (969,779 | ) | - | |||||
| (969,779 | ) | - | ||||||
The deferred tax liability balance of $39,959,803 arises in relation to EUR’s equity accounted investment in CRML. As a result of the deconsolidation of CRML the accounting carrying value was remeasured to fair value whilst the tax base was not remeasured. This gave rise to recognition of a temporary difference and consequent deferred tax liability.
| 6. | CASH, CASH EQUIVALENTS AND TERM DEPOSITS CARRIED AT AMORTISED COST |
31 December 2025 A$ | 30 June A$ | |||||||
| Cash at bank and in hand | 85,059,162 | 20,021,463 | ||||||
| Total cash and cash equivalents | 85,059,162 | 20,021,463 | ||||||
| Term deposit carried at amortised cost – current (a) | 113,340,481 | - | ||||||
| Total term deposits carried at amortised cost | 113,340,481 | - | ||||||
| 198,399,643 | 20,021,463 | |||||||
| (a) | On 27 October 2025, the Company placed US$74,000,000 (A$113,340,481) in a term deposit which matures on 24 February 2026. The term deposit is classified as a current investment – term deposit carried at amortised cost given it had a maturity of 3 months or more from the date of placing the funds on deposit. |
| 7. | SHORT TERM LOAN |
31 December 2025 A$ | 30 June A$ | |||||||
| Short term loan – CRML (i) | 3,524,372 | - | ||||||
| Short term loan – Moab Minerals Ltd (ii) | 1,127,616 | - | ||||||
| 4,651,988 | - | |||||||
Six months to 31 December 2025 A$ | Year to 30 June A$ | |||||||
| Balance at beginning of period | - | 2,274,383 | ||||||
| Drawdown of loan (net) | 4,624,372 | - | ||||||
| Repayment of loan | - | (2,370,986 | ) | |||||
| Accrued interest (note 3) | 27,616 | 96,603 | ||||||
| Balance at end of period | 4,651,988 | - | ||||||
| (i) | During the year the Company advanced funds to CRML to cover certain operational expenses. As at 31 December 2025, a total of $3,524,372 is due from CRML. The funds advanced are repayable on demand. |
| (ii) | On 10 July 2025, the Company entered into a loan agreement with Moab Minerals Limited (ASX: MOM) for $500,000. The loan is unsecured and accrues interest at 10% per annum and is repayable on 11 July 2026. On 8 December 2025, the Company entered into a second loan with MOM for $600,000. The loan is unsecured and accrues interest at 10% per annum and is repayable on 4 December 2026. As at 31 December 2025, the balance owing from MOM was $1,127,616. |
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 9 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 8. | DEFERRED EXPLORATION AND EVALUATION EXPENDITURE |
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Balance at beginning of period | 60,610,945 | 53,239,237 | ||||||
| Expenditure incurred | 885,594 | 1,877,163 | ||||||
| Acquisition of tenements | - | 13,632,279 | ||||||
| Impairment of exploration expenditure | (273,472 | ) | (14,496,678 | ) | ||||
| Deconsolidation of CRML (note 22) | (61,223,067 | ) | - | |||||
| Foreign exchange movement | - | 6,358,944 | ||||||
| Balance at end of period | - | 60,610,945 | ||||||
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation or sale of the respective areas.
During the half year ended 31 December 2025, the Company recognised impairment losses in respect of capitalised exploration and evaluation of $273,472 (year to 30 June 2025: $14,496,678). The impairment made during the period was recognised in respect to expenses incurred at the Leinster Lithium Project.
| 9. | INVESTMENT IN ASSOCIATES |
31 December A$ | 30 June A$ | |||||||
| Investment in associates | 1,135,381,772 | 1,008,716 | ||||||
| a) | Investment details |
31 December 2025 % | 30 June % | |||||||
| Percentage held at reporting date – EV Resources (i) | - | 20.00 | ||||||
| Percentage held at reporting date – John Wally (ii) | 50.00 | 50.00 | ||||||
| Percentage held at reporting date – Critical Metals Corp (iii) | 43.66 | - | ||||||
| Percentage held at reporting date – Tanbreez Mining Greenland A/S (iv) | 7.50 | 7.50 | ||||||
| (i) | On 11 May 2021, the Company announced that it had entered into a Collaboration Agreement with EV Resources Limited (formerly Jadar Resources Limited) (ASX: EVR) (EVR) and an agreement to acquire a 20% interest in Jadar’s Austrian Lithium assets from their JV partner (Jadar Acquisition). EVR holds an 80% interest in the Austrian incorporated subsidiary EV Resources GmbH (previously Jadar Lithium GmbH), the holder of the Weinebene and Eastern Alps Projects which lies 20km to the east of the Company’s Wolfsberg Project. On 29 February 2024 in accordance with the terms of the merger Transaction, the 20% interest in EV Resources GmbH was transferred from the Company to CRML. During the period the Company no longer equity accounts for EVR in line with the deconsolidation of CRML. |
| (ii) | The Company holds a 50% interest in the Australian incorporated entity John Wally Resources Pty Ltd (John Wally). This investment is equity accounted given the significant influence the Company has on John Wally through Mr Sage’s role on the board and the interchange of management personnel. |
| (iii) | On 11 October 2025, the Company has no power to govern the financial and operating policies of CRML due to loss of majority control. Accordingly, the Company’s investment was reclassified to an investment accounted for using the equity method on that date (note 22). |
| (iv) | As a result of CRML owning 42.005% in the Tanbreez Project at 31 December 2025, and the loss of majority control in CRML during the period, the Company’s investment in Tanbreez Mining Greenland A/S was reclassified to an investment accounted for using the equity method. |
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 10 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| b) | Movement in the carrying amount of the investment in associates |
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Balance at beginning of period | 1,008,716 | 806,148 | ||||||
| Cash investment | 57,449 | 186,092 | ||||||
| Reclassification from Investment in joint venture | 10,186,486 | - | ||||||
| Share of net losses recognised during the year | (74,253,802 | ) | 7,230 | |||||
| Deconsolidation of CRML (EV Resources GmbH) | (534,288 | ) | - | |||||
| Fair value of retained interest upon deconsolidation of CRML (note 22) | 1,285,811,656 | - | ||||||
| Sale of 3,030,303 shares in CRML (post deconsolidation) | (76,781,999 | ) | - | |||||
| Net gain on disposal and deemed disposals of CRML shares | 16,825,850 | - | ||||||
| Foreign exchange | (26,938,296 | ) | 9,246 | |||||
| Balance at end of period | 1,135,381,772 | 1,008,716 | ||||||
| c) | Summarised financial information |
Critical Metals Corp
31 December A$ | 30
June | |||||||
| Current assets | 121,151,488 | 12,680,191 | ||||||
| Non-current assets | 278,818,375 | 249,409,191 | ||||||
| Current liabilities | (162,215,775 | ) | (98,877,584 | ) | ||||
| Non-current liabilities | (22,456,825 | ) | (22,915,285 | ) | ||||
| Equity | 215,297,262 | 140,296,514 | ||||||
| Group’s carrying amount of the investment | 1,124,664,159 | - | ||||||
CRML has no capital commitments or bank guarantees on issue as at 31 December 2025.
CRML has the following contingent liabilities as at 31 December 2025:
| ■ | On 5 June 2024, the Company entered into a heads of agreement to acquire 92.5% of the issued capital of Rimbal Pty Ltd (Vendor) which is the registered holder of 92.5% of the issued capital of Tanbreez Mining Greenland A/S (Tanbreez) which holds the only exploitation permit for rare earths in Greenland (HOA). As at 31 December 2024, the CRML Group had completed the Initial Investment and Stage 1 interest and held an interest of 42.0% interest in Tanbreez. In addition, CRML's controlling entity European Lithium Limited holds a 7.5% interest in Tanbreez and consequently held a 49.5% interest in Tanbreez as at 31 December 2024. The stage 2 interest to acquire the 50.50% equity interest in Tanbreez is subject to CRML expending a minimum of US$10 million on the permit with 2 years from execution of the HOA. |
| ■ | On 6 June 2025, the Company entered into an advisor agreement with Skylong Assets Limited (Skylong). Under the terms of the agreement, Skylong are entitled to be issued 1,000,000 ordinary shares in the Company upon the consummation of project financing in respect to the execution of definitive documents to fund any portion of the Obeikan JV (Milestone 1 Advisory Shares) and will be issued a further 1,000,000 ordinary shares in the Company upon the occurrence of commercial production and the first sale and export of lithium hydroxide concentrate by the Obeikan JV (Milestone 2 Advisory Shares). Upon the achievement of Milestone 1 Advisory Shares, Skylong will also be entitled to receive 1,000,000 warrants which are exercisable at $11.50 each on or before 3 years following the date of issue. |
| ■ | On 31 May 2025, the Company entered into a consulting agreement with Director Mike Ryan. Under the terms of the agreement, Michael Ryan is entitled to a payment of 3% of the value of the aware capped at $250,000 for the aware of a defence appropriations program related grant on or before 30 June 2027 (Milestone A), a payment of $250,000 upon the execution of a formal agreement of a suitably substantive and strategic nature on or before 30 June 2027 (Milestone B) and a net production royalty to be calculated at 2% of the Company’s first 12 months of net revenue derived specifically from an individual offtake agreement, with the percentage to drop to 1% of the second 12 months net revenue derived specifically from the same offtake agreement in relation to the Tanbreez Project on or before 30 June 2027. |
| ■ | The Company has provided bank guarantees to the value of €20,000 in respect of any unrepaired damage to property at the Wolfsberg project. |
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 11 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Revenue and other income | 849,635 | 855,645 | ||||||
| Depreciation | (9,359 | ) | (17,169 | ) | ||||
| (Loss) before tax | (180,122,365 | ) | (79,168,851 | ) | ||||
| Income tax expense | - | - | ||||||
| (Loss) for the period | (180,122,365 | ) | (79,168,851 | ) | ||||
| Total comprehensive (loss) for the period | (180,122,365 | ) | (79,168,851 | ) | ||||
| Group’s share of (loss) for the period | (78,641,425 | ) | - | |||||
| d) | Impairment assessment |
The carrying amount of the investments in associates was assessed for impairment at 31 December 2025. As at 31 December 2025, the fair value of the shares held by EUR in CRML was $550,761,132 based on the CRML share price at this date. Subsequent to the year end on 23 January 2026, the CRML share price increased to US$20.74 per share, resulting in the fair value of the shared held by EUR in CRML being $1,645,934,566 as at this date. EUR’s directors and management have assessed that because CRML is not experiencing financial difficultly, CRML’s exploration and evaluation projects and investment in the Tanbreez project is progressing favorably, and CRML’s share price experiences significant volatility and the fall in CRML’s share price at 31 December 2025 reversed in January 2026, it is not appropriate to impair EUR’s investment in CRML at 31 December 2025.
| 10. | INVESTMENT IN JOINT VENTURE |
31
December | 30
June | |||||||
| Shares in Tanbreez Mining Greenland A/S | - | 174,801,266 | ||||||
| Investment in joint venture accounted for using the equity method | - | 174,801,266 | ||||||
| a) | Movements in the carrying amount of the investment in joint venture |
Six months to 31 December | Year to 30
June | |||||||
| Balance at beginning of year | 174,801,266 | 17,681,136 | ||||||
| Purchase of shares in Tanbreez Mining Greenland A/S | - | 147,816,344 | ||||||
| Cash investments | 6,074,372 | 3,144,054 | ||||||
| Invoices paid by CRML on behalf of JV | - | 4,951,794 | ||||||
| Share of profits recognised during the year | - | 1,084,608 | ||||||
| Foreign exchange | - | 123,330 | ||||||
| Deconsolidation of CRML (note 22) | (170,689,152 | ) | - | |||||
| Reclassification to investment in associate (note 9) | (10,186,486 | ) | - | |||||
| Financial assets at fair value through profit or loss at end of period | - | 174,801,266 | ||||||
| 11. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
31 December A$ | 30 June A$ | |||||||
| Shares in Iron Bear Resources Limited (ASX: IBR) | 2,952,314 | 5,464,729 | ||||||
| Shares in CuFe Limited (ASX: CUF) | 8,913,696 | 90,000 | ||||||
| Shares in Moab Minerals Limited (ASX: MOM) | 1,074,293 | 166,666 | ||||||
| Shares in Pan African Niger Limited | 3,053,940 | - | ||||||
| Financial assets at fair value through profit or loss at end of period | 15,994,243 | 5,721,395 | ||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 12 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Balance at beginning of period | 5,721,395 | 1,390,256 | ||||||
| Purchase of listed investments | 6,580,192 | 1,092,808 | ||||||
| Sale of listed investments | (2,670,666 | ) | (377,218 | ) | ||||
| Participation in capital raising – Pan African Niger Limited | 3,053,940 | - | ||||||
| Gain in fair value from revaluation of unlisted investments | 3,302,867 | 3,254,138 | ||||||
| Realised gain on sale of listed investments | 6,515 | - | ||||||
| Conversion of convertible note into equity | - | 361,411 | ||||||
| Financial assets at fair value through profit or loss at end of year | 15,994,243 | 5,721,395 | ||||||
| 12. | LONG TERM LOAN |
31 December A$ | 30 June A$ | |||||||
| Long term loan – Tanbreez Mining Greenland A/S (i) | 1,125,089 | - | ||||||
| 1,125,089 | - | |||||||
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Balance at beginning of period | - | - | ||||||
| Drawdown of loan | 1,100,000 | - | ||||||
| Accrued interest (note 3) | 25,089 | - | ||||||
| Balance at end of period | 1,125,089 | - | ||||||
| (i) | On 11 September 2025, the Company entered into a loan agreement with Tanbreez Mining Greenland A/S for $1,100,000. The loan is secured and accrues interest at 7.5% per annum and is repayable on 11 September 2030. |
| 13. | TRADE AND OTHER PAYABLES |
31 December A$ | 30
June | |||||||
| Trade payables | 255,320 | 4,484,499 | ||||||
| Other payables | 45,535 | 47,651 | ||||||
| Accruals | 282,918 | 15,044,885 | ||||||
| Application funds received for new options to be refunded | 20,152 | - | ||||||
| Short term debt payable (i) | 1,971,932 | - | ||||||
| Excise tax payable | - | 2,253,962 | ||||||
| GEM commitment Fee Put Amount payable | - | 5,966,763 | ||||||
| 2,575,857 | 27,797,760 | |||||||
| (i) | During the period, debts held by European Lithium Ukraine LLC were converted from a short-term loan. The payables are interest free and have repayment dates ranging from June 2026 through to August 2026. As part of the European Lithium Ukraine Acquisition, Millstone provided the Company with an indemnity against the fair value of the take on balances of European Lithium Ukraine, including the short term loans payable with a value of $1,714,192 which has been accounted for as an indemnity asset in accordance with the Group’s accounting policies. |
| 14. | PROVISIONS |
31 December A$ | 30
June | |||||||
| Employee entitlements | - | 16,001 | ||||||
| Interest and penalties on taxes | - | 25,900 | ||||||
| Provision for income tax payable on sale of CRML shares (note 5) | 6,762,741 | - | ||||||
| 6,762,741 | 41,901 | |||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 13 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 15. | SHORT TERM LOAN |
31 December A$ | 30 June A$ | |||||||
| Loan with external parties | - | 1,901,697 | ||||||
| - | 1,901,697 | |||||||
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Balance at beginning of period | 1,901,697 | 1,886,948 | ||||||
| Acquisition European Lithium Ukraine | - | - | ||||||
| Drawdown on loans | 106,521 | 124,567 | ||||||
| Loan discounting | 21,304 | (22,079 | ) | |||||
| Interest on loans | 11,443 | (312 | ) | |||||
| Foreign exchange | (69,033 | ) | (87,427 | ) | ||||
| Conversion of loans into short term debt (note 13) | (1,971,932 | ) | - | |||||
| Balance at end of period | - | 1,901,697 | ||||||
| 16. | WARRANTS LIABILITY |
Six months to 31 December | Year to 30 June A$ | |||||||
| Balance at beginning of year | 62,452,403 | 56,755,581 | ||||||
| Issue of unlisted warrants by CRML | - | 4,738,354 | ||||||
| Gain/(loss) on fair value of warrants | - | (76,534 | ) | |||||
| Deconsolidation of CRML (note 22) | (62,452,403 | ) | - | |||||
| Foreign exchange | - | 1,035,002 | ||||||
| Balance at end of year | - | 62,452,403 | ||||||
| 17. | OFFTAKE PREPAYMENT |
Six months to 31
December | Year to 30 June A$ | |||||||
| Bank guarantee issued against offtake prepayment | - | 22,893,600 | ||||||
| - | 22,893,600 | |||||||
Six months to 31 December A$ | Year to 30 June A$ | |||||||
| Balance at beginning of year | 22,893,600 | 22,483,950 | ||||||
| Deconsolidation of CRML (note 22) | (22,893,600 | ) | - | |||||
| Foreign exchange | - | 409,650 | ||||||
| Balance at end of year | - | 22,893,600 | ||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 14 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 18. | ISSUED CAPITAL |
| a) | Ordinary shares |
Six months to 31 December 2025 | Year to 30 June 2025 | |||||||||||||||
| No of Shares | A$ | No of Shares | A$ | |||||||||||||
| Total issued capital | 1,445,181,464 | 153,136,087 | 1,398,122,640 | 151,356,087 | ||||||||||||
| Share buyback | - | (4,431,075 | ) | - | - | |||||||||||
| Issue of shares – Placement | - | - | 47,058,824 | 2,000,000 | ||||||||||||
| Issue of shares – Supplier | 1,325,687 | 183,180 | - | - | ||||||||||||
| Issue of shares – Exercise of unlisted options – cash | 220,344,611 | 17,800,022 | - | - | ||||||||||||
| Conversion of performance rights – Directors (note 20(b)) | 45,000,000 | - | - | - | ||||||||||||
| Conversion of performance rights – Consultants | 5,000,000 | - | - | - | ||||||||||||
| Deconsolidation of CRML | - | (65,173,681 | ) | - | - | |||||||||||
| Capital raising costs – options issued to corporate advisor | - | - | - | (100,000 | ) | |||||||||||
| Capital raising costs – cash | - | - | - | (120,000 | ) | |||||||||||
| Balance at end of period | 1,716,851,762 | 101,514,533 | 1,445,181,464 | 153,136,087 | ||||||||||||
Terms and conditions of contributed equity
Fully paid ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of paid up shares held. Fully paid ordinary shares entitle their holder to one vote, either in person or by proxy, at any shareholders’ meeting of the Company.
Dividends
No dividends were paid, declared or recommended for payment during the half year ended 31 December 2025.
| b) | Options and Performance Rights |
At 31 December 2025, the unissued ordinary shares of the Company under option and performance rights are as follows:
Options
| Date of Expiry | Status | Exercise Price | Number | |||||
| 30/04/2027 | Listed | 10.0 cents | 260,554,324 | |||||
| 26/06/2026 | Unlisted | 12.0 cents | 4,000,000 | |||||
| 31/12/2026 | Unlisted | 8.0 cents | 4,650,282 | |||||
| 269,204,606 | ||||||||
Performance Rights
| Date of Expiry | Status | Exercise Price | Number | |||||
| 31/12/2026 | Unlisted | 0.00 cents | 45,000,000 | |||||
| 31/12/2027 | Unlisted | 0.00 cents | 90,000,000 | |||||
| 31/12/2028 | Unlisted | 0.00 cents | 90,000,000 | |||||
| 31/12/2029 | Unlisted | 0.00 cents | 45,000,000 | |||||
| 25/11/2028 | Unlisted | 0.00 cents | 30,000,000 | |||||
| 300,000,000 | ||||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 15 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 19. | RESERVES |
31 December | 30 June A$ | |||||||
| Share-based payment reserve | 23,327,549 | 188,131,583 | ||||||
| Foreign currency translation reserve | (25,757,991 | ) | 2,660,807 | |||||
| NASDAQ listing reserve | - | 68,406,502 | ||||||
| (2,430,442 | ) | 259,198,892 | ||||||
Six months to 31 December | Year
to | |||||||
| Share-based payments reserve | ||||||||
| Balance at beginning of period | 188,131,583 | 16,850,958 | ||||||
| Listed Options | ||||||||
| Issue of listed options ($0.10 each expiring 30 April 2027) | - | 356,837 | ||||||
| Issue of listed options ($0.08 each expiring 14 November 2025) | 98,617 | 100,000 | ||||||
| Issue of listed options to corporate advisors | 2,248,500 | - | ||||||
| Performance Rights | ||||||||
| Issue of performance rights – Directors (note 20) | 2,402,266 | 70,050 | ||||||
| Issue of performance rights – Consultant (note 20) | 104,550 | - | ||||||
| CRML Issues | ||||||||
| Issue of CRML shares for TM1 acquisition | - | 12,339,524 | ||||||
| Issue of shares for Tanbreez acquisition | - | 135,582,284 | ||||||
| Other issue of shares and RSU’s by CRML | 46,870,189 | 22,831,930 | ||||||
| Deconsolidation of CRML | (216,528,156 | ) | - | |||||
| Balance at end of period | 23,327,549 | 188,131,583 | ||||||
Six months to 31 December | Year
to A$ | |||||||
| Foreign currency translation reserve | ||||||||
| Balance at beginning of period | 2,660,807 | 927,195 | ||||||
| Foreign currency exchange differences arising on translation of foreign operations | (28,418,798 | ) | 1,733,612 | |||||
| Balance at end of period | (25,757,991 | ) | 2,660,807 | |||||
Six
months to | Year
to | |||||||
| Nasdaq listing reserve | ||||||||
| Balance at beginning of period | 68,406,502 | 68,406,502 | ||||||
| Deconsolidation of CRML | (68,406,502 | ) | - | |||||
| Balance at end of period | - | 68,406,502 | ||||||
| 20. | SHARE-BASED PAYMENTS |
31 December A$ | 31 December A$ | |||||||
| Director Performance Rights (a) | 795,766 | 49,418 | ||||||
| Director Performance Rights (b) | 1,606,500 | - | ||||||
| Consultants Performance Rights (c) | 104,550 | - | ||||||
| Issue of 35,000,000 listed options to consultants (d) | 770,000 | - | ||||||
| Issue of 40,000,000 listed options to consultants (d) | 960,000 | - | ||||||
| Issue of 6,100,000 listed options to consultants (d) | 518,500 | - | ||||||
| CRML share based payments | - | 27,120,846 | ||||||
| 4,755,316 | 27,170,264 | |||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 16 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| a) | Performance Rights to Directors |
On 3 December 2025, the Company issued performance rights to Okewood Pty Ltd (a related party of Tony Sage) (120,000,000), Pixsell Pty Ltd ATFT Pixsell Unit Trust (a company in which Malcolm Day is a Director) (90,000,000), Michael Carter (30,000,000) and Mykhailo Zhernov (30,000,000) (Performance Rights) in consideration for Director services following receipt of shareholder approval at the AGM held on 26 November 2025. The Performance Rights vest as follows:
| ■ | Tranche A - 45,000,000 vest upon the Company’s volume weighted average price of shares (VWAP) exceeding $0.50 for 20 consecutive trading days |
| ■ | Tranche B - 45,000,000 vest upon the Company’s VWAP exceeding $0.60 for 20 consecutive trading days |
| ■ | Tranche C - 45,000,000 vest upon the Company’s VWAP exceeding $0.70 for 20 consecutive trading days |
| ■ | Tranche D - 45,000,000 vest upon the Company’s VWAP exceeding $0.80 for 20 consecutive trading days |
| ■ | Tranche E - 45,000,000 vest upon the Company’s VWAP exceeding $0.90 for 20 consecutive trading days |
| ■ | Tranche F - 45,000,000 vest upon the Company’s VWAP exceeding $1.00 for 20 consecutive trading days |
An external valuation of the Performance Rights was obtained for which a prorated amount of $795,766 has been included in the accounts at 31 December 2025 to reflect the rendering of services in the year ended 31 December 2025.
| Number of Performance Rights | Grant date | Expiry Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Antony Sage | 20,000,000 | 26 November 2025 | 31 December 2026 | $ | 0.0571 | Tranche A | ||||||||
| 20,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0734 | Tranche B | |||||||||
| 20,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0628 | Tranche C | |||||||||
| 20,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0746 | Tranche D | |||||||||
| 20,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0677 | Tranche E | |||||||||
| 20,000,000 | 26 November 2025 | 31 December 2029 | $ | 0.0838 | Tranche F | |||||||||
| Malcolm Day | 15,000,000 | 26 November 2025 | 31 December 2026 | $ | 0.0571 | Tranche A | ||||||||
| 15,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0734 | Tranche B | |||||||||
| 15,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0628 | Tranche C | |||||||||
| 15,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0746 | Tranche D | |||||||||
| 15,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0677 | Tranche E | |||||||||
| 15,000,000 | 26 November 2025 | 31 December 2029 | $ | 0.0838 | Tranche F | |||||||||
| Michael Carter | 5,000,000 | 26 November 2025 | 31 December 2026 | $ | 0.0571 | Tranche A | ||||||||
| 5,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0734 | Tranche B | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0628 | Tranche C | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0746 | Tranche D | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0677 | Tranche E | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2029 | $ | 0.0838 | Tranche F | |||||||||
| Mykhailo Zhernov | 5,000,000 | 26 November 2025 | 31 December 2026 | $ | 0.0571 | Tranche A | ||||||||
| 5,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0734 | Tranche B | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2027 | $ | 0.0628 | Tranche C | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0746 | Tranche D | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2028 | $ | 0.0677 | Tranche E | |||||||||
| 5,000,000 | 26 November 2025 | 31 December 2029 | $ | 0.0838 | Tranche F | |||||||||
The fair value of the performance rights was determined using the Monte Carlo Simulation Methodology (MCSM), taking into account the terms and conditions upon which the performance rights were granted. The following table lists the input to the model for the performance rights:
| Tranche A | Tranche B | Tranche C | Tranche D | Tranche E | Tranche F | |||||||||||||||||||
| Dividend yield (%) | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||||||||||||
| Expected volatility (%) | 90 | % | 80 | % | 80 | % | 75 | % | 75 | % | 75 | % | ||||||||||||
| Risk free interest rate (%) | 3.748 | % | 3.824 | % | 3.824 | % | 3.899 | % | 3.899 | % | 3.984 | % | ||||||||||||
| Exercise price ($) | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||||||
| Marketability discount (%) | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||||||||||||
| Expected life of options (years) | 1.10 years | 2.10 years | 2.10 years | 3.10 years | 3.10 years | 4.10 years | ||||||||||||||||||
| Share price at grant date ($) | $ | 0.17 | $ | 0.17 | $ | 0.17 | $ | 0.17 | $ | 0.17 | $ | 0.17 | ||||||||||||
| Value per option ($) | $ | 0.0571 | $ | 0.0734 | $ | 0.0628 | $ | 0.0746 | $ | 0.0677 | $ | 0.0838 | ||||||||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 17 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| b) | Performance Rights to Directors |
On 6 August 2025, the Company issued performance rights to Okewood Pty Ltd (a related party of Tony Sage) (20,000,000), Pixsell Pty Ltd ATFT Pixsell Unit Trust (a company in which Malcolm Day is a Director) (15,000,000), Michael Carter (5,000,000) and Mykhailo Zhernov (5,000,000) (Performance Rights) in consideration for Director services following receipt of shareholder approval at the GM held on 4 August 2025. The Performance Rights vest upon the Company’s market capitalisation exceeding $200m for 5 consecutive trading days (based on the volume average weighted price of shares for each trading day during that period. An external valuation of the Performance Rights was obtained for which a prorated amount of $1,606,500 has been included in the accounts at 31 December 2025 to reflect the rendering of services in the year ended 31 December 2025.
| Number of Performance Rights | Grant date | Expiry Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Antony Sage | 20,000,000 | 4 August 2025 | 31 March 2026 | $ | 0.0357 | Tranche A | ||||||||
| Malcolm Day | 15,000,000 | 4 August 2025 | 31 March 2026 | $ | 0.0357 | Tranche A | ||||||||
| Michael Carter | 5,000,000 | 4 August 2025 | 31 March 2026 | $ | 0.0357 | Tranche A | ||||||||
| Mykhailo Zhernov | 5,000,000 | 4 August 2025 | 31 March 2026 | $ | 0.0357 | Tranche A | ||||||||
The fair value of the performance rights was determined using the Monte Carlo Simulation Methodology (MCSM), taking into account the terms and conditions upon which the performance rights were granted. The following table lists the input to the model for the performance rights:
| Antony Sage | Malcolm Day | Michael Carter | Mykhailo Zhernov | |||||||||||||
| Tranche A | Tranche A | Tranche A | Tranche A | |||||||||||||
| Dividend yield (%) | Nil | Nil | Nil | Nil | ||||||||||||
| Expected volatility (%) | 90 | % | 90 | % | 90 | % | 90 | % | ||||||||
| Risk free interest rate (%) | 3.523 | % | 3.523 | % | 3.523 | % | 3.523 | % | ||||||||
| Exercise price ($) | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
| Marketability discount (%) | Nil | Nil | Nil | Nil | ||||||||||||
| Expected life of options (years) | 0.66 years | 0.66 years | 0.66 years | 0.66 years | ||||||||||||
| Share price at grant date ($) | $ | 0.078 | $ | 0.078 | $ | 0.078 | $ | 0.078 | ||||||||
| Value per option ($) | $ | 0.0357 | $ | 0.0357 | $ | 0.0357 | $ | 0.0357 | ||||||||
The vesting condition was satisfied during the period and the Company issued 45,000,000 fully paid shares on 13 October 2025 upon the vesting of the performance rights.
| c) | Performance Rights to Consultant |
On 6 August 2025, the Company issued 35,000,000 performance rights to a consultant of the company for services provided. The Performance Rights vest as follows:
| ■ | Tranche A - 5,000,000 vest upon the Company’s Share price being $0.10 or above for 2 consecutive trading days (based on the volume average weighted price of Shares for each trading day during that period) on or before 25 November 2026 |
| ■ | Tranche B – 30,000,000 vest upon completion of a positive pre-feasibility study demonstrating a minimum net present value of at least A$250,000,000 (at 8%) with a minimum resource target of 20,000,000 tonnes of at least 1% lithium oxide on or before 25 November 2028. |
An external valuation of the Performance Rights was obtained for which a prorated amount of $104,550 has been included in the accounts at 31 December 2025 to reflect the rendering of services in the year ended 31 December 2025 in respect to Tranche A. As at 31 December 2025, due to the uncertainty in achieving the milestone associated with Tranche B, no value has been recorded in the financial report.
| Number of Performance Rights | Grant date | Expiry Date | Fair value at grant date $ per right | Vesting conditions | ||||||||||
| Consultant | 5,000,000 | 6 August 2025 | 25 November 2026 | $ | 0.0668 | Tranche A | ||||||||
| Consultant | 30,000,000 | 6 August 2025 | 25 November 2028 | N/A | Tranche B | |||||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 18 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
The fair value of the performance rights was determined using the Monte Carlo Simulation Methodology (MCSM), taking into account the terms and conditions upon which the performance rights were granted. The following table lists the input to the model for the performance rights:
| Tranche A | ||||
| Dividend yield (%) | Nil | |||
| Expected volatility (%) | 85 | % | ||
| Risk free interest rate (%) | 3.429 | % | ||
| Exercise price ($) | $ | 0.00 | ||
| Marketability discount (%) | Nil | |||
| Expected life of options (years) | 1.31 years | |||
| Share price at grant date ($) | $ | 0.078 | ||
| Value per option ($) | $ | 0.0668 | ||
| d) | Options to Consultant |
On 19 August 2025, the Company issued 35,000,000 listed options which are exercisable at $0.08 each on or before 14 November 2025 to consultants of the Company. The listed options were valued at $0.022 per listed option being the last trading price before the date of issue.
On 19 August 2025, the Company issued 40,000,000 listed options which are exercisable at $0.10 each on or before 30 April 2027 to consultants of the Company. The listed options were valued at $0.024 per listed option being the last trading price before the date of issue.
On 19 November 2025, the Company issued 6,100,000 listed options which are exercisable at $0.10 each on or before 30 April 2027 to consultants of the Company. The listed options were valued at $0.085 per listed option being the last trading price before the date of issue.
| 21. | BASIC AND DILUTED PROFIT/(LOSS) PER SHARE |
Six months 31 December A$ | Six months 31 December 2024 A$ | |||||||
| Profit/(loss) used in the calculation of basic and dilutive loss per share | 1,145,741,745 | (26,306,756 | ) | |||||
Six months to 31 December 2025 Cents per | Six months to Cents per | |||||||
| Profit/(Loss) per share: | ||||||||
| Basic profit/(loss) per share (cents per share) | 74.50 | (1.87 | ) | |||||
| Diluted profit/(loss) per share (cents per share) | 54.38 | (1.87 | ) | |||||
31 December 2025 Number | 31 December 2024 Number | |||||||
| Weighted average number of shares: | 1,537,880,695 | 1,403,749,239 | ||||||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 19 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 22. | DECONSOLIDATION OF CRML |
On 11 October 2025, the Company no longer had the power to govern the financial and operating policies of CRML. Accordingly, the Company’s investment was deconsolidated and reclassified to an investment accounted for using the equity method on that date.
| Details of net assets deconsolidated on loss of control | 11 October 2025 | |||
| A$ | ||||
| Fair value of CRML net assets/(liabilities) | ||||
| Cash and cash equivalents | 50,229,091 | |||
| Trade and other receivables | 73,096 | |||
| Prepaid expenses | 1,469,620 | |||
| Property, plant and equipment | 3,076 | |||
| Deferred exploration and evaluation expenditure | 61,223,067 | |||
| Restricted cash and other deposits | 23,611,204 | |||
| Investment in joint venture | 170,689,152 | |||
| Investment in associate | 534,289 | |||
| Right of use asset | 34,898 | |||
| Trade and other payables | (34,197,233 | ) | ||
| Provisions | (41,901 | ) | ||
| Lease liability | (18,116 | ) | ||
| Short term loan payable | (8,618,599 | ) | ||
| Warrants liability | (62,452,403 | ) | ||
| Offtake prepayment | (22,893,600 | ) | ||
| Lease liability | (21,685 | ) | ||
| 179,623,956 | ||||
| Share of CRML net loss for the period to deconsolidation | (15,702,750 | ) | ||
| CRML’s net assets/(liabilities) at date of deconsolidation | 163,921,206 | |||
Gain on deconsolidation of subsidiary
| 11 October 2025 | ||||
| A$ | ||||
| Fair value of retained interest held in CRML at 11 October 2025 (i) | 1,285,811,656 | |||
| Less non-controlling interest share of net assets deconsolidated | (86,389,146 | ) | ||
| Cash received for sale of 3,850,000 shares in CRML at the time of deconsolidation of CRML | 76,080,505 | |||
| Gain recognised on deconsolidation of subsidiary to members of the parent entity | 1,275,503,015 | |||
| (i) | The fair value of retained interest held in CRML at 11 October 2025, being the deconsolidation date, has been calculated based on the number of shares held in CRML as at this date (being 56,066,641) at CRML’s share price on this date (being US$14.98 per share) with the applicable foreign exchange rate applied. |
Cashflow impact of deconsolidation
CRML had a cash balance of $50,229,091 as at 11 October 2025. As a result of the deconsolidation of CRML, the Company derecognized $50,229,091 in cash and cash equivalents in its Condensed Consolidated Statement of Financial Position. This impact is shown as an outflow of cash in Condensed Consolidated Statement of Cash Flows under the category Cash Flows from Investing Activities.
Non-cash investment activities impact of deconsolidation
During the period, EUR received cash proceeds of $192,440,216 from the sale of shares it held in CRML. This amount is shown as an inflow of cash in the Condensed Consolidated Statement of Cash Flows under the category Cash Flows from Investing Activities.
| A$ | ||||
| Cash received for sale of 4,000,000 shares in CRML prior to deconsolidation | 36,934,198 | |||
| Cash received for sale of 3,850,000 shares in CRML at deconsolidation of CRML (note 26) | 76,080,505 | |||
| Sale of 3,030,303 shares in CRML (post deconsolidation) (note 8) | 76,781,999 | |||
| Foreign exchange | 2,643,514 | |||
| Cash received during the period resulting from the sale of CRML shares | 192,440,216 | |||
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 20 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Reclassification of investment
The Company’s 43.66% equity interest in CRML was reclassified to an Investment in associated in the Condensed Consolidated Statement of Financial Position accounted for using the equity method on 11 October 2025 (note 9). The share of net losses of CRML included in the current period’s condensed consolidated statement of profit or loss and other comprehensive income is $74,253,802.
| 23. | RELATED PARTY TRANSACTIONS |
During the period, the Company sold 10,880,303 shares it held in CRML to raise funds of $189,796,702.
On 10 July 2025, the Company entered into a loan agreement with Moab Minerals Limited (ASX: MOM) for $500,000. The loan is unsecured and accrues interest at 10% per annum and is repayable on 11 July 2026. On 8 December 2025, the Company entered into a second loan with MOM for $600,000. The loan is unsecured and accrues interest at 10% per annum and is repayable on 4 December 2026. During the period, the Company purchased 50,430,936 shares in MOM for a net consideration of $102k and participated in a placement undertaken by MOM for an amount of $141,000. Mr Malcolm Day is a director of MOM.
On 28 November 2025, the Company entered into a private equity subscription agreement with Pan African Niger Limited (PANL) for the issue of 25,420,682 shares for a total subscription price of US$2,000,000 (A$3,053,940). Mr Tony Sage has a shareholding in PANL.
During the period, the Company purchased 279,456,543 shares in CuFe Limited (ASX: CUF) for a net consideration of $6,208k and 4,000,000 options in CUF (ASX: CUFO) for a new consideration of $80k. Mr Tony Sage is Executive Chairman of CUF.
Up until the 21 October 2025 when Mr Tony Sage ceased being the Non-Executive Chairman of Iron Bear Resources Limited (formerly Cyclone Metals Ltd) (ASX: IBR), the Company sold 8,300,000 shares in CLE for a net consideration of $502k.
On 3 December 2025, the Company issued performance rights to Okewood Pty Ltd (a related party of Tony Sage) (120,000,000), Pixsell Pty Ltd ATFT Pixsell Unit Trust (a company in which Malcolm Day is a Director) (90,000,000), Michael Carter (30,000,000) and Mykhailo Zhernov (30,000,000) (Performance Rights) in consideration for Director services following receipt of shareholder approval at the AGM held on 26 November 2025. Refer to note 19 for details.
On 6 August 2025, the Company issued performance rights to Okewood Pty Ltd (a related party of Tony Sage) (20,000,000), Pixsell Pty Ltd ATFT Pixsell Unit Trust (a company in which Malcolm Day is a Director) (15,000,000), Michael Carter (5,000,000) and Mykhailo Zhernov (5,000,000) (Performance Rights) in consideration for Director services following receipt of shareholder approval at the GM held on 4 August 2025. Refer to note 19 for details.
During the period European Lithium Ukraine LLC extinguished loans with Finance Elite Company LLC. Of the amount extinguished, an amount of 53,326,281 UAH (A$1,871,832) was acquired by director Mykhailo Zhernov with this amount forming part of the balance under other payables (note 13). This balance is interest free with a repayment date of 2 July 2026 which can be extended by mutual agreement between the parties and forms part of the indemnification asset provided by Millstone as part of the acquisition of European Lithium Ukraine LLC (note 13).
During the period, European Lithium Ukraine LLC purchased and sold shares in JSC KIF Sirius, an investment fund controlled by director Mykhailo Zhernov, which resulted in a profit on the sale of shares of UAH 2,669,000 (A$93,686).
Related party transaction of CRML whilst it was a controlled entity:
On 5 June 2024, CRML entered into a heads of agreement (HOA) to acquire 92.5% of the issued capital of Tanbreez Mining Greenland A/S (Tanbreez) from Rimbal Pty Ltd (Rimbal). On 23 July 2024, CRML issued 8,395,523 shares for the completion of stage 1 interest in Tanbreez. On 28 April 2025, CRML issued Rimbal an additional 5,000,000 shares at an issue price of US$1.37 per share equating to a deemed value of US$6,850,000. Given the ongoing relationship with Rimbal as its business joint venture partner in respect to Tanbreez, and noting the potential impact on CRML’s share trading price in the event Rimbal were to divest all or some of its shares issued to them, the Company expressed an interest in taking measures for Rimbal to source alternative financing solutions. Subsequently, Rimbal secured supplementary financing of US$5.2m via Red Dragon LLC under specific terms and conditions defined separately, which included pledging a certain portion of shared held by Rimbal. Separately, Okewood Pty Ltd, a related entity to Tony Sage, entered into an interest free loan arrangement with Rimbal for an amount of US$4.5m. An amount of $313,931 of certain costs associated with the financing with Red Dragon LLC have been paid by CRML.
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 21 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| 24. | CONTINGENT LIABILITIES |
Following the deconsolidation of CRML on 11 October 2025, the Group’s contingent liabilities as at 31 December 2025 are set out below.
On 1 August 2022, the Company entered into an agreement with Wombat Resources Pty Ltd (Wombat) to purchase all of Wombat’s legal and beneficial interests in E47/4144 which includes a royalty of 1% from all revenue from the sale of any minerals mined from E47/4144 and 15% of any sale proceeds on the sale of E47/4144. On 17 July 2023, Wombat assigned the interest in the royalty to Hill 50 Gold mines Pty Ltd.
The Company previously completed the acquisition of 100% of the issued share capital and voting rights of European Lithium Ukraine LLC (European Lithium Ukraine) a Ukraine incorporated company that is applying (through either court proceedings, public auction and/or production sharing agreement with the Ukraine Government) for 20-year special permits for the extraction and production of lithium at the Shevchenkivske project and Dobra Project in Ukraine from Millstone and Company Global DW LLC (Millstone) (European Lithium Ukraine Acquisition). No consideration was paid at closing for the European Lithium Ukraine Acquisition however there is deferred consideration which is contingent upon, amongst other things, shareholder approval and grant and exploration commencing at the Shevchenkivske project and Dobra Project. On 27 December 2025 the Company entered into a letter agreement with Millstone to extend the end date in respect to a transaction associated with the Shevchenkivske project and Dobra Project to 31 December 2027.
| 25. | COMMITMENTS |
Following the deconsolidation of CRML on 11 October 2025, the Group’s commitments as at 31 December 2025 are set out below.
The Group has minimum expenditure requirements in relation to its exploration and mining licences at its Australian held and Irish held tenements totalling $1,266,577.
| 26. | EVENTS SUBSEQUENT TO REPORTING DATE |
SID
19 May 2026 – The Company announced that it has entered into a binding Scheme Implementation Deed (SID) with CRML under which it is proposed that CRML will acquire 100% of the issued share capital in EUR and all EUR listed options.
Equity Movements
19 January 2026 – The Company issued 17,500,000 shares upon the exercise of options ($0.10 each expiring 30 April 2027)
27 January 2026 – The Company issued 4,300,000 shares upon the exercise of options ($0.10 each expiring 30 April 2027) and 696,662 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
10 February 2026 – The Company issued 253,787 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
20 February 2026 - The Company issued 9,000,000 listed options ($0.10 each expiring 30 April 2027) to an advisor of the Company.
30 March 2026 – The Company issued 560,600 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
1 April 2026 – The Company cancelled 23,955,240 shares following completion of the buyback
22 April 2026 – A total of 30,000,000 performance rights (subject to vesting conditions) were cancelled unvested
7 May 2026 – The Company issued 154,012 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 22 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
17 May 2026 – The Company issued 4,530 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
3 June 2026 – The Company issued 4,663,778 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027), 2,000,000 shares upon the exercise of unlisted options ($0.12 each expiring 26 June 2026) and 5,983 shares upon the exercise of unlisted options ($0.08 each expiring 31 December 2026)
10 June 2026 – The Company issued 137,222 shares upon the exercise of listed options ($0.10 each expiring 30 April 2027)
11 June 2026 – The Company issued 2,000,000 shares upon the exercise of unlisted options ($0.12 each expiring 26 June 2026)
Sale of CRML Shares
21 January 2026 - The Company sold 5,000,000 shares it held in CRML for net proceeds of US$83.1m (approximately A$121.928m) net proceeds to EUR.
5 February 2026 - The Company sold 2,500,000 shares it held in CRML to raise net proceeds of US$32.06m (approximately A$45.68m) net proceeds to EUR.
PIPE
22 April 2026 – CRML completed a private placement to raise funds of US$60m
Share Buy Back
3 October 2025 - The Company announced that it will be undertaking an on-market buy-back of up to 135,000,000 ordinary shares (Share Buy-Back). On 1 April 2026, the Company cancelled 23,955,240 shares purchased as part of the Share Buy-Back.
1 April 2026 – The Company confirmed that it would be undertaking a new on-market share buy-back for a further period of 6 months from 15 April 2026 to 15 October 2026, unless completed or terminated earlier (the Extended Share Buy-Back). No shares have been purchased under the Extended Share Buy-Back.
Pan African
13 March 2026 – The Company made payments of US42m to acquire shares held by First Investments Holdings Ltd in PANL.
Velta Acquisition
27 January 2026 - the Company announced that it had entered into a binding agreement to acquire 100% of Velta Holding (Velta), a US-based titanium company with manufacturing and mining assets located in Ukraine. Under the terms of the agreement, the Company will acquire 100% of the issued capital of Velta for total consideration of approximately 173 million fully paid shares in the Company, subject to the completion of final due diligence and satisfaction of customary conditions precedent.
5 February 2026 - the Company advanced funds of US$5,000,000 to Velta. The funds were advanced under a loan agreement and bear interest at 10% per annum and is secured over the assets of Velta. The loan is repayable the earlier of 1 March 2027, the occurrence of a mandatory repayment event of 10 business days following the completion of Velta pursuant to the binding agreement entered into and announced on 27 January 2026.
26 February 2026 - the Company provided its subsidiary, European Lithium Ukraine LLC, with US$21,000,000 in funds to participate in the debt repurchase auction in connection with the acquisition of Velta (see ASX announcement dated January 27, 2026). European Lithium Ukraine LLC subsequently acquired the debts via auction.
19 May 2026 – The Company advanced funds of US$6,000,000 to Velta. The funds were advanced under a loan agreement and bear interest at 10% per annum and is secured over the assets of Velta. The loan is repayable the earlier of 1 March 2027, the occurrence of a mandatory repayment event of 10 business days following the completion of Velta pursuant to the binding agreement entered into and announced on 27 January 2026.
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 23 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Moab Minerals Limited
4 May 2026 – The Company EUR granted a cash loan of $200k to Moab Minerals Limited (ASX: MOM).
Projects
13 January 2026 – The Company announced that CRML has ordered a fully turnkey integrated mobile geochemical analysis centre.
15 January 2026 – The Company released drilling results from drilling undertaken at the Tanbreez Project.
10 February 2026 – The Company released drilling results from drilling undertaken at the Tanbreez Project.
18 February 2026 – The Company released assay results from drilling undertaken at the Tanbreez Project.
20 April 2026 – The Company announced that the Government of Greenland has approved the transfer of the remaining 50.5% interest in the Tanbreez Project to CRML bringing CRML ownership to 92.5%. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company.
No other matters or circumstances have arisen since the end of the half-year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs in future financial years.
| 27. | FINANCIAL INSTRUMENTS |
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Group as at 31 December 2025:
| Fair value | ||||||||||||
| At amortised cost | Through profit or loss | Through other comprehensive income | ||||||||||
| A$ | A$ | A$ | ||||||||||
| Financial assets | ||||||||||||
| Trade and other receivables | 259,467 | - | - | |||||||||
| Short term loan receivable | 4,651,988 | |||||||||||
| Convertible note | - | 273,038 | - | |||||||||
| Total current | 4,911,455 | 273,038 | - | |||||||||
| Financial assets at fair value through profit or loss | - | 15,994,243 | - | |||||||||
| Long term loan receivable | 1,125,089 | |||||||||||
| Total non-current | 1,125,089 | 15,994,243 | - | |||||||||
| Total assets | 6,036,544 | 16,267,281 | - | |||||||||
| Financial liabilities | ||||||||||||
| Trade and other payables | 603,925 | - | - | |||||||||
| Short term loan payable | 1,971,932 | - | - | |||||||||
| Lease liability | 17,233 | - | - | |||||||||
| Total current | 2,593,090 | - | - | |||||||||
| Lease liability | 1,474 | - | - | |||||||||
| Total non-current | 1,474 | - | - | |||||||||
| Total liabilities | 2,594,564 | - | - | |||||||||
The Directors consider that the carrying amounts of current receivables, current payables and current borrowings are a reasonable approximation of their fair values.
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 24 |
In the opinion of the Directors of European Lithium Limited (‘the Company’):
| 1. | The attached financial statements and notes thereto give a true and fair view of the Group’s financial position as at 31 December 2025 and of its performance for the half-year then ended; |
| 2. | There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. |
| 3. | the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board |
This declaration is signed in accordance with a resolution of the Board of Directors.
| Antony Sage | |
| Executive Chairman |
19 June 2026
| INTERIM FINANCIAL REPORT DECEMBER 2025 AND 2024 | Page 25 |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On April 29, 2026, Critical Metals Corp. (“CRML” or the “Company”) completed the acquisition of a 50.5% ownership interest in Tanbreez Mining Greenland A/S (“Tanbreez”), which increased the Company’s ownership in Tanbreez from 42% to 92.5%. This acquisition is referred to as the “Stage 2 Acquisition”).
In addition, on May 18, 2026, the Company entered into a binding Scheme Implementation Deed under which the Company will acquire all of the issued shares and listed options of European Lithium Ltd. (“European Lithium” or “EUR”) by way of two interdependent schemes of arrangement under Australian law (the “EUR Transaction”). Completion of the EUR Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium. The Transaction is expected to be completed in the second half of 2026.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the unaudited historical condensed consolidated balance sheet of CRML as of December 31, 2025 with the audited historical balance sheet of Tanbreez as of December 31, 2025, and the unaudited historical balance sheet of European Lithium as of December 31, 2025, giving effect to Stage 2 Acquisition and the EUR Transaction as if they had been consummated as of that date.
The unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2025 combines the unaudited historical condensed consolidated statement of operations of CRML for the six months ended December 31, 2025 with the unaudited historical statement of operations of Tanbreez for the trailing six months ended December 31, 2025 (compiled from the audited statement of operations for the twelve months ended December 31, 2025 of Tanbreez less the unaudited condensed statement of operations for the six month period ended June 30, 2025 of Tanbreez), and the unaudited historical condensed statement of operations of EUR for the six months ended December 31, 2025, giving effect to the Stage 2 Acquisition and the EUR Transaction as if they had been consummated as of July 1, 2024, the first day of the earliest period presented.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2025 combines the audited historical condensed consolidated statement of operations of CRML for the fiscal year ended June 30, 2025, with the unaudited historical statement of operations of Tanbreez for the trailing twelve months ended June 30, 2025 (compiled from the audited statement of operations for the year ended December 31, 2024 less the unaudited condensed statement of operations for the six month period ended June 30, 2024, plus the unaudited condensed statement of operations for the six months ended June 30, 2025 of Tanbreez), and the audited historical financial statements of EUR for the fiscal year ended June 30, 2025, giving effect to the transactions as if they had been consummated as of July 1, 2024, the first day of the earliest period presented.
The historical financial information has been adjusted to give pro forma effect to events that relate to material financing and acquisition transactions consummated or intended after December 31, 2025. These include the Stage 2 Acquisition and the EUR Transaction. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company.
The historical financial consolidated statements of CRML, Tanbreez, and EUR have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The condensed combined pro forma financial information is prepared on an IFRS basis and is presented in US Dollars (“USD”), the reporting currency used by the Company.
The historical financial statements of the target entities have been translated into USD to conform to the reporting currency of CRML as follows:
| ● | The historical financial statements of Tanbreez were originally reported using Danish Krone (“DKK”) and have been translated into USD. |
| ● | The historical financial statements of EUR were originally reported using Australian Dollars (“AUD”) and have been translated into USD. |
The unaudited pro forma condensed combined financial information is for illustrative purposes only. The actual financial results may have differed had the companies been combined during the periods presented. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies been combined or of the future results that the combined company will experience.
Prior to the Stage 2 Acquisition, including as of December 31, 2025, CRML held a 42% interest in Tanbreez and applied the equity method of accounting for its investment in Tanbreez. Under the equity method, CRML recognized its initial investment at cost and subsequently adjusted the carrying amount to recognize the Company’s share of Tanbreez’s profits and losses through CRML’s statement of profit and loss. The remaining 7.5% ownership interest in Tanbreez is currently held by EUR. In connection with the EUR Transaction, CRML will acquire this remaining 7.5% interest to hold a 100% interest in Tanbreez. In accordance with IFRS 10, changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Accordingly, the pro forma adjustments give effect to the transition from the equity method of accounting to full consolidation upon the closing of the Stage 2 Acquisition. The subsequent increase in CRML’s ownership interest via the EUR Transaction is reflected as an equity transaction; no gain or loss is recognized in the statement of operations, and the carrying amounts of the controlling interest and the non-controlling interest (“NCI”) are adjusted, reducing the NCI to zero to reflect CRML’s 100% ultimate ownership of Tanbreez.
This information should be read together with the following:
| ● | the historical unaudited condensed consolidated financial statements of CRML as of and for the six months ended December 31, 2025 and 2024; | |
| ● | the historical audited consolidated financial statements of CRML as of June 30, 2025 and for the fiscal year ended June 30, 2025 and 2024; |
2
| ● | the historical audited financial statements of Tanbreez as of and for the fiscal year ended December 31, 2025 and 2024; | |
| ● | the historical unaudited condensed financial statements of Tanbreez as of and for the six months ended June 30, 2025 and 2024; | |
| ● | the historical unaudited condensed financial statements of EUR as of and for the six months ended December 31, 2025 and 2024; | |
| ● | the historical audited condensed financial statements of EUR as of and for the fiscal year ended June 30, 2025 and 2024. |
Anticipated Accounting Treatment
Stage 2 Acquisition of Tanbreez
Basis of Consolidation and Control Assessment
Upon the completion of the Stage 2 Acquisition, the acquisition will be accounted for as a consolidation, in accordance with IFRS 10. CRML’s equity interest in Tanbreez increased to 92.5% at which point CRML is determined to control Tanbreez based on the following structural and operational indicators:
| ● | Equity ownership: CRML holds a 92.5% voting and economic equity interest |
| ● | Operational Funding: CRML is responsible for funding the ongoing operations of the project. |
| ● | Corporate Governance: CRML has the unilateral ability to appoint the majority of the Board of Directors of Tanbreez. |
Following the Stage 2 Acquisition, the remaining 7.5% equity interest in Tanbreez held by EUR represents a non-controlling interest (“NCI”). Because CRML maintains control, 100% of Tanbreez’s historical assets, liabilities, and operations are consolidated, with the 7.5% interest initially allocated to NCI within equity.
EUR Transaction
In connection with the EUR Transaction, the acquisition of EUR will be accounted for as a consolidation, in accordance with IFRS10. CRML will acquire 100% of EUR and, as a result the remaining 7.5% interest in Tanbreez held by EUR, will bring CRML’s total ownership of Tanbreez to 100%. In accordance with IFRS 10.23, changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for strictly as equity transactions (i.e., transactions with owners in their capacity as owners).
3
Consequently, the acquisition of the remaining 7.5% interest via the EUR Transaction will not result in the recognition of a gain or loss in the statement of operations. Instead, the transaction will adjust the carrying amounts of the controlling interest and reduce the NCI balance to zero, reflecting CRML’s ultimate 100% ownership of Tanbreez.
Accounting Acquirer Determination for Stage 2 and EUR Transaction
CRML was determined to be the accounting acquirer in the Stage 2 and the EUR Transaction under IFRS 10 and IFRS 3. While the application of IFRS 3 involves a higher level of judgement, an evaluation of the relative facts and circumstances favored CRML as the acquirer, specifically:
| ● | existing CRML shareholders are expected to hold a majority of the ordinary shares of the combined company following both the Stage 2 and the EUR Transaction; |
| ● | the board of directors of CRML following the both Stage 2 and EUR Transaction is expected to remain identical to the board of directors of CRML prior to the Transactions; and |
| ● | the senior management of CRML following Stage 2 and the EUR Transaction is expected to remain identical to the senior management CRML prior to the Transactions. |
Accordingly, Tanbreez and EUR are treated as the accounting acquirees.
Asset Acquisition Classification of Stage 2 Acquisition and EUR transaction
In accordance with IFRS 3, the Stage 2 Acquisition and the EUR Transaction are accounted for as an asset acquisition rather than a business combination, because Tanbreez and EUR lack the substantive inputs and processes required to meet the definition of a business:
| ● | Input – While the Tanbreez Project has been granted an exploitation license and has disclosed mineral resources, significant additional development is required. This includes converting the mineral resource estimates to proven or probable reserves, completing a bankable feasibility study (BFS), establishing a definitive mine plan, and procuring essential mining equipment. EUR inputs are primarily cash on hand, investment in Tanbreez and investment in CRML. |
| ● | Process – Although Greg Barnes has been appointed as a strategic advisor to CRML, no operational systems, specialized workforces, or substantive infrastructure have been transferred to the Company. EUR has no significant process in place. |
| ● | Output – Tanbreez is an exploration-stage project that is not sufficiently advanced to produce commercial goods or generate revenue. It lacks the integrated inputs and processes necessary to generate outputs (such as rare earth element production) at this stage. EUR’s primary output is linked to its interest in Tanbreez and its CRML investment. |
Because the transactions do not constitute a business combination and the purchase consideration is settled via the issuance of equity instruments, the transaction falls within the scope of IFRS 2 (Share-based Payment) as an equity-settled asset acquisition.
4
Measurement Basis and Asset/Equity Recognition
In accordance with IFRS 2, the transaction is measured based on the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. CRML recognizes these identifiable items at their acquisition-date fair values, including property, plant, and equipment (PP&E), cash and cash equivalents, and other investments. Equity instruments issued by the Company are recognized as an increase in equity, measured by reference to the fair value of the net assets acquired. Because IFRS 3 does not apply, no goodwill is recognized, total consideration is entirely allocated to the identifiable assets and liabilities based on their relative fair values, and transaction costs are capitalized as part of the initial asset cost basis.
EUR Transaction
Reciprocal Shareholding and Treasury Share Reclassification (IAS 32)
Prior to the closing of the EUR Transaction, EUR will hold a historical investment in CRML. While this investment is initially recognized at fair value as part of the assets acquired via the transaction, under IAS 32 (Financial Instruments: Presentation), an entity is prohibited from recognizing its own equity instruments as a financial asset. Accordingly, the historical CRML shares to be acquired from EUR will be immediately reclassified as treasury shares and presented as a deduction from equity within the condensed combined financial statements, eliminating the reciprocal investment asset against equity.
Replacement Share-Based Payment Awards
As part of the EUR Transaction, the Company will replace existing share-based payment arrangements held by key management personnel (KMPs) of EUR with new equity-settled awards over the shares of CRML.
While the transaction is an asset acquisition outside the scope of IFRS 3, the allocation and modification principles of IFRS 2 are applied to evaluate these replacement awards. The grant-date fair value of the replacement awards is allocated between historical acquisition consideration and post-acquisition employee compensation based on the proportion of the vesting period completed at the acquisition date:
| ● | Pre-Acquisition Service Portion: The portion of the fair value attributable to service periods completed prior to the acquisition is capitalized and included in the cost basis of the assets acquired. |
| ● | Post-Acquisition Service Portion: The portion attributable to remaining vesting periods is recognized as employee compensation expense over the prospective post-acquisition service period. |
The replacement of these awards constitutes a modification under IFRS 2. The Company measures the fair value of the original awards immediately before the replacement and compares it to the fair value of the new awards at the grant date. Any incremental fair value granted is recognized as additional employee compensation expense over the remaining vesting period. The Company recognizes, at minimum, the grant-date fair value of the original awards, provided the original vesting conditions are met.
5
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
| CRML
(Historical) | Tanbreez
(Historical) | Stage
2 Accounting Adjustments | Other
Material Subsequent Transaction Adjustments | Pro
Forma Combined | EUR
(Historical) | EUR
Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 80,923,699 | $ | 1,114,370 | $ | $ | 59,999,998 | B | $ | 137,108,067 | $ | 132,788,881 | $ | 115,162,500 | F | $ | 353,059,448 | |||||||||||||||||||||
| (5,000,000 | ) | E | (32,000,000 | ) | J | |||||||||||||||||||||||||||||||||
| 70,000 | D | |||||||||||||||||||||||||||||||||||||
| Trade and Other Receivables | - | - | - | - | - | 173,661 | - | 173,661 | ||||||||||||||||||||||||||||||
| Other receivables | 33,246 | - | - | - | 33,246 | - | 32,000,000 | J | 32,033,246 | |||||||||||||||||||||||||||||
| Prepaid expenses | 8,269 | - | - | - | 8,269 | 36,227 | - | 44,496 | ||||||||||||||||||||||||||||||
| Indemnification Asset | - | - | - | - | - | 1,147,309 | - | 1,147,309 | ||||||||||||||||||||||||||||||
| Short Term Loans Receivable | - | - | - | - | - | 3,113,576 | (3,113,576 | ) | I | - | ||||||||||||||||||||||||||||
| Convertible Note | - | - | - | - | - | 182,744 | - | 182,744 | ||||||||||||||||||||||||||||||
| Total current assets | 80,965,214 | 1,114,370 | - | 55,069,998 | 137,149,582 | 137,442,398 | 112,048,924 | 386,640,904 | ||||||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||||||||||
| Restricted cash and other deposits | 15,715,996 | - | - | - | 15,715,996 | 33,465 | - | 15,749,461 | ||||||||||||||||||||||||||||||
| Property and plant and equipment, net | 2,447 | 716,107 | - | - | 718,554 | 1,326 | - | 719,880 | ||||||||||||||||||||||||||||||
| Inventory, net | 15,800,000 | - | - | - | 15,800,000 | - | - | 15,800,000 | ||||||||||||||||||||||||||||||
| Deferred exploration and evaluation expenditure | 40,399,990 | 41,659,681 | 220,581,623 | A | - | 302,641,294 | - | (4,458,982 | ) | I | 298,182,312 | |||||||||||||||||||||||||||
| Investment in joint venture | 114,046,056 | - | 106,535,567 | A | - | - | - | - | - | |||||||||||||||||||||||||||||
| (220,581,623 | ) | A | ||||||||||||||||||||||||||||||||||||
| Listed and Unlisted Investments | - | - | - | - | - | 10,704,947 | - | 10,704,947 | ||||||||||||||||||||||||||||||
| Investment in associate | 351,748 | - | - | 7,000,000 | E | 7,351,748 | 355,483 | - | 7,707,231 | |||||||||||||||||||||||||||||
| Investment in associate -Tanbreez | - | - | - | - | - | 6,817,815 | 10,409,908 | F | - | |||||||||||||||||||||||||||||
| (17,227,723 | ) | H | ||||||||||||||||||||||||||||||||||||
| Investment in associate -CRML | - | - | - | - | - | 752,737,722 | (242,730,736 | ) | F | - | ||||||||||||||||||||||||||||
| (510,006,986 | ) | G | ||||||||||||||||||||||||||||||||||||
| Right of use asset | 17,333 | - | - | - | 17,333 | 8,637 | 25,970 | |||||||||||||||||||||||||||||||
| Long Term Loans Receivable | - | - | - | - | - | 753,022 | (753,022 | ) | I | - | ||||||||||||||||||||||||||||
| Total non-current assets | 186,333,570 | 42,375,788 | 106,535,567 | 7,000,000 | 342,244,925 | 771,412,417 | (764,767,541 | ) | 348,889,801 | |||||||||||||||||||||||||||||
| Total assets | $ | 267,298,784 | $ | 43,490,158 | $ | 106,535,567 | $ | 62,069,998 | $ | 479,394,507 | $ | 908,854,815 | $ | (652,718,617 | ) | $ | 735,530,705 | |||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||||||||||||
| Trade and other payables | $ | 24,367,006 | $ | 720,760 | $ | - | $ | (12,800,000 | ) | C | $ | 12,287,766 | 1,724,021 | - | 14,011,787 | |||||||||||||||||||||||
| Provisions | 29,969 | - | - | - | 29,969 | 4,526,303 | - | 4,556,272 | ||||||||||||||||||||||||||||||
| Lease liability | 12,453 | - | - | - | 12,453 | 11,534 | - | 23,987 | ||||||||||||||||||||||||||||||
| Funding from related party | 2,355,328 | - | - | - | 2,355,328 | - | (2,355,328 | ) | I | - | ||||||||||||||||||||||||||||
| Warrants liability | 81,643,610 | - | - | (27,200,000 | ) | C | 54,443,610 | - | - | 54,443,610 | ||||||||||||||||||||||||||||
| Loan from Group companies | - | 32,896,153 | - | - | 32,896,153 | - | (4,458,982 | ) | I | 28,437,171 | ||||||||||||||||||||||||||||
| Total current liabilities | 108,408,366 | 33,616,913 | - | (40,000,000 | ) | 102,025,279 | 6,261,858 | (6,814,310 | ) | 101,472,827 | ||||||||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||||||||||||
| Offtake prepayment | 15,000,000 | - | - | - | 15,000,000 | - | - | 15,000,000 | ||||||||||||||||||||||||||||||
| Loan payable - EUR | - | 751,898 | - | - | 751,898 | - | (751,898 | ) | I | - | ||||||||||||||||||||||||||||
| Lease liability | 7,836 | - | - | - | 7,836 | 987 | - | 8,823 | ||||||||||||||||||||||||||||||
| Deferred tax liability | - | - | - | - | - | 26,745,096 | (13,958,295 | ) | F | 12,786,801 | ||||||||||||||||||||||||||||
| Total non-current liabilities | 15,007,836 | 751,898 | - | - | 15,759,734 | 26,746,083 | (14,710,193 | ) | 27,795,624 | |||||||||||||||||||||||||||||
| Total liabilities | 123,416,202 | 34,368,811 | - | (40,000,000 | ) | 117,785,013 | 33,007,941 | (21,524,503 | ) | 129,268,451 | ||||||||||||||||||||||||||||
| Net Assets | 143,882,582 | 9,121,347 | 106,535,567 | 102,069,998 | 361,609,494 | 875,846,874 | (631,194,114 | ) | 606,262,254 | |||||||||||||||||||||||||||||
| EQUITY | ||||||||||||||||||||||||||||||||||||||
| Share capital | 352,668,618 | 763,061 | 164,246,942 | A | - | 626,147,319 | 65,363,177 | 707,283,664 | F | 1,398,794,160 | ||||||||||||||||||||||||||||
| 59,999,998 | B | |||||||||||||||||||||||||||||||||||||
| 40,000,000 | C | |||||||||||||||||||||||||||||||||||||
| 6,468,700 | D | |||||||||||||||||||||||||||||||||||||
| 2,000,000 | E | |||||||||||||||||||||||||||||||||||||
| Share premium | - | 13,951,452 | (13,951,452 | ) | A | - | - | - | - | - | ||||||||||||||||||||||||||||
| Unissued Capital | 45,734,183 | - | - | - | 45,734,183 | - | - | 45,734,183 | ||||||||||||||||||||||||||||||
| Treasury shares | (510,006,986 | ) | G | (510,006,986 | ) | |||||||||||||||||||||||||||||||||
| Reserves | 66,412,329 | 64,069 | (64,069 | ) | A | - | 66,412,329 | 15,285,904 | (15,285,904 | ) | F | 65,652,957 | ||||||||||||||||||||||||||
| (759,372 | ) | I | ||||||||||||||||||||||||||||||||||||
| Accumulated deficit | (320,932,548 | ) | (5,657,235 | ) | (60,923,577 | ) | A | (6,398,700 | ) | D | (393,912,060 | ) | 795,197,794 | (795,197,794 | ) | F | (393,912,060 | ) | ||||||||||||||||||||
| Total equity | 143,882,582 | 9,121,347 | 89,307,844 | 102,069,998 | 344,381,771 | 875,846,875 | (613,966,392 | ) | 606,262,254 | |||||||||||||||||||||||||||||
| Non-controlling interests | - | - | 17,227,723 | - | 17,227,723 | (1 | ) | 1 | F | - | ||||||||||||||||||||||||||||
| (17,227,723 | ) | H | ||||||||||||||||||||||||||||||||||||
| Total equity | $ | 143,882,582 | $ | 9,121,347 | $ | 106,535,567 | $ | 102,069,998 | $ | 361,609,494 | $ | 875,846,874 | $ | (631,194,114 | ) | $ | 606,262,254 | |||||||||||||||||||||
6
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2025
| CRML (Historical) | Tanbreez (Historical) | Stage 2 Accounting Adjustments | Pro Forma Combined | EUR (Historical) | EUR Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||||||||||||||||||
| Other income | $ | 567,809 | $ | - | $ | - | $ | 567,809 | $ | 357,917 | - | 925,726 | ||||||||||||||||||||||||
| Foreign exchange | (85,472 | ) | (596,775 | ) | - | (682,247 | ) | (336,235 | ) | - | (1,018,482 | ) | ||||||||||||||||||||||||
| Consultants and professional services expenses | (4,489,732 | ) | (376,874 | ) | - | (4,866,606 | ) | (4,928,426 | ) | - | (9,795,032 | ) | ||||||||||||||||||||||||
| Travel and entertainment | (163,985 | ) | (68,665 | ) | - | (232,650 | ) | (89,434 | ) | - | (322,084 | ) | ||||||||||||||||||||||||
| Salaries and wages | - | (21,347 | ) | - | (21,347 | ) | (181,266 | ) | - | (202,613 | ) | |||||||||||||||||||||||||
| Directors’ fees | (464,583 | ) | - | - | (464,583 | ) | - | - | (464,583 | ) | ||||||||||||||||||||||||||
| Share based payments to directors and management | (18,665,164 | ) | - | - | (18,665,164 | ) | (3,117,462 | ) | (6,821,407 | ) | FF | (28,604,033 | ) | |||||||||||||||||||||||
| Compliance and regulatory fees | (874,223 | ) | - | - | (874,223 | ) | (287,735 | ) | - | (1,161,958 | ) | |||||||||||||||||||||||||
| Administration expenses | (151,224 | ) | (316,760 | ) | - | (467,984 | ) | (60,199 | ) | - | (528,183 | ) | ||||||||||||||||||||||||
| Promotion, IR and PR expenses | (1,181,496 | ) | - | - | (1,181,496 | ) | (128,887 | ) | - | (1,310,383 | ) | |||||||||||||||||||||||||
| Occupancy | - | - | - | - | (1,412 | ) | - | (1,412 | ) | |||||||||||||||||||||||||||
| Insurance | (1,045,815 | ) | - | - | (1,045,815 | ) | (64,297 | ) | - | (1,110,112 | ) | |||||||||||||||||||||||||
| Finance costs | (14,717,395 | ) | (50,340 | ) | - | (14,767,735 | ) | (592,810 | ) | - | (15,360,545 | ) | ||||||||||||||||||||||||
| Listing Costs | (9,500,000 | ) | - | - | (9,500,000 | ) | - | (9,500,000 | ) | |||||||||||||||||||||||||||
| Depreciation expense | (763 | ) | (11,076 | ) | - | (11,839 | ) | (1,120 | ) | - | (12,959 | ) | ||||||||||||||||||||||||
| Depreciation expense – leased assets | (5,491 | ) | - | - | (5,491 | ) | (8,599 | ) | - | (14,090 | ) | |||||||||||||||||||||||||
| Share of net profits of associate | 1,680 | - | - | 1,680 | - | 1,680 | ||||||||||||||||||||||||||||||
| Gain on Derecognition of Warrants | 10,872,829 | - | - | 10,872,829 | - | 10,872,829 | ||||||||||||||||||||||||||||||
| Gain (Loss) on Extinguishment of Liability | (326,000 | ) | - | - | (326,000 | ) | (67,642 | ) | - | (393,642 | ) | |||||||||||||||||||||||||
| Gain on Deconsolidation of CRML | - | - | - | - | 836,186,614 | (836,186,614 | ) | EE | - | |||||||||||||||||||||||||||
| CRML Expenses (pre-deconsolidation) | - | - | - | - | (10,294,313 | ) | 10,294,313 | EE | - | |||||||||||||||||||||||||||
| Gain on Deconsolidation – Recycling of FX Translation Reserve | - | - | - | - | 1,692,307 | (1,692,307 | ) | EE | - | |||||||||||||||||||||||||||
| Exploration Expenditure Impairment | - | - | - | - | (179,281 | ) | - | (179,281 | ) | |||||||||||||||||||||||||||
| Gain on fair value of warrants | (80,139,141 | ) | - | - | (80,139,141 | ) | - | (80,139,141 | ) | |||||||||||||||||||||||||||
| Gain / (Loss) on Fair Value of Financial Assets through P&L | - | - | - | - | 2,165,274 | - | 2,165,274 | |||||||||||||||||||||||||||||
| Share of net profits of JV accounted for using the equity method | 35,096 | - | (35,096 | ) | AA | - | (48,678,862 | ) | 48,678,862 | EE | - | |||||||||||||||||||||||||
| Net Gain on Disposal / Deemed Disposal of CRML Shares | - | - | - | - | 11,030,590 | (11,030,590 | ) | EE | - | |||||||||||||||||||||||||||
| Other expenses | (42,222 | ) | - | - | (42,222 | ) | (30,373 | ) | - | (72,595 | ) | |||||||||||||||||||||||||
| Profit/(loss) before income tax | (120,375,292 | ) | (1,441,837 | ) | (35,096 | ) | (121,852,225 | ) | 782,384,349 | (796,757,744 | ) | (136,225,620 | ) | |||||||||||||||||||||||
| Income tax expense | - | - | - | - | (31,265,850 | ) | (6,024,060 | ) | GG | (37,289,910 | ) | |||||||||||||||||||||||||
| Profit/(loss) after tax | (120,375,292 | ) | (1,441,837 | ) | (35,096 | ) | (121,852,225 | ) | 751,118,499 | (802,781,804 | ) | (173,515,530 | ) | |||||||||||||||||||||||
| Net income (loss) attributed to non-controlling interest | - | - | (108,138 | ) | BB | (108,138 | ) | (4,235,534 | ) | 4,343,672 | DD | - | ||||||||||||||||||||||||
| Net income (loss) attributed to CRML | $ | (120,375,292 | ) | $ | (1,441,837 | ) | $ | 73,042 | $ | (121,744,087 | ) | $ | 755,354,033 | $ | (807,125,476 | ) | $ | (173,515,530 | ) | |||||||||||||||||
| Other comprehensive income, net of income tax | ||||||||||||||||||||||||||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | (10,439 | ) | 29,352 | - | 18,913 | (18,392,987 | ) | 17,660,046 | EE | (714,028 | ) | |||||||||||||||||||||||||
| Other comprehensive (loss)/profit for the period, net of income tax | (10,439 | ) | 29,352 | - | 18,913 | (18,392,987 | ) | 17,660,046 | (714,028 | ) | ||||||||||||||||||||||||||
| Total comprehensive (loss)/profit for the period | $ | (120,385,731 | ) | $ | (1,412,485 | ) | $ | (35,096 | ) | $ | (121,833,312 | ) | $ | 732,725,512 | $ | (785,121,758 | ) | $ | (174,229,558 | ) | ||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 146,766,204 | 216,807,910 | ||||||||||||||||||||||||||||||||||
| Pro forma earnings per share - basic and diluted | $ | (0.83 | ) | $ | (0.80 | ) | ||||||||||||||||||||||||||||||
7
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED JUNE 30, 2025
| CRML (Historical) | Tanbreez (Historical) | Stage 2 Accounting Adjustments | Pro Forma Combined | EUR (Historical) | EUR Transaction Accounting Adjustments | Pro Forma Combined |
|||||||||||||||||||||||||||||
| Other income | $ | 560,623 | $ | - | $ | - | $ | 560,623 | 806,100 | - | 1,366,723 | ||||||||||||||||||||||||
| Foreign exchange | (1,183,315 | ) | 2,939,630 | - | 1,756,315 | (1,159,333 | ) | - | 596,982 | ||||||||||||||||||||||||||
| Consultants and professional services expenses | (12,338,201 | ) | (926,904 | ) | - | (13,265,105 | ) | (13,023,771 | ) | - | (26,288,876 | ) | |||||||||||||||||||||||
| Travel and entertainment | (275,623 | ) | (18,953 | ) | - | (294,576 | ) | (354,147 | ) | - | (648,723 | ) | |||||||||||||||||||||||
| Salaries and wages | - | - | - | - | (1,750,159 | ) | - | (1,750,159 | ) | ||||||||||||||||||||||||||
| Directors’ fees | (1,391,263 | ) | - | - | (1,391,263 | ) | - | - | (1,391,263 | ) | |||||||||||||||||||||||||
| Share based payments to directors and management | (30,566,894 | ) | - | - | (30,566,894 | ) | (31,789,981 | ) | (35,463,688 | ) | FF | (97,820,563 | ) | ||||||||||||||||||||||
| Compliance and regulatory fees | (746,676 | ) | - | - | (746,676 | ) | (1,134,648 | ) | - | (1,881,324 | ) | ||||||||||||||||||||||||
| Administration expenses | 64,009 | (177,079 | ) | - | (113,070 | ) | (16,817 | ) | - | (129,887 | ) | ||||||||||||||||||||||||
| Promotion, IR and PR expenses | (1,192,471 | ) | - | - | (1,192,471 | ) | (1,411,986 | ) | - | (2,604,457 | ) | ||||||||||||||||||||||||
| Insurance | (2,073,232 | ) | - | - | (2,073,232 | ) | (2,135,779 | ) | - | (4,209,011 | ) | ||||||||||||||||||||||||
| Finance costs | (466,099 | ) | (102,220 | ) | - | (568,319 | ) | (681,490 | ) | - | (1,249,809 | ) | |||||||||||||||||||||||
| Depreciation expense | (1,088 | ) | (153 | ) | - | (1,241 | ) | (5,291 | ) | - | (6,532 | ) | |||||||||||||||||||||||
| Depreciation expense – leased assets | (10,161 | ) | - | - | (10,161 | ) | (27,027 | ) | - | (37,188 | ) | ||||||||||||||||||||||||
| Share of net profits of associate | 6,829 | - | - | 6,829 | - | - | 6,829 | ||||||||||||||||||||||||||||
| Loss on Disposal of Fixed Asset | (945 | ) | - | (945 | ) | (946 | ) | - | (1,891 | ) | |||||||||||||||||||||||||
| Merger expenses | (3,000,000 | ) | - | (65,843,737 | ) | CC | (68,843,737 | ) | (3,002,798 | ) | - | (71,846,535 | ) | ||||||||||||||||||||||
| Gain (Loss) on Extinguishment of Liability | 235,350 | - | - | 235,350 | 235,569 | - | 470,919 | ||||||||||||||||||||||||||||
| Gain on Deconsolidation of CRML | - | - | - | - | 4,684 | (4,684 | ) | EE | - | ||||||||||||||||||||||||||
| Gain on Deconsolidation – Recycling of FX Translation Reserve | - | - | - | - | 702,633 | (702,633 | ) | EE | - | ||||||||||||||||||||||||||
| Exploration expenditure expensed | (238,309 | ) | (12,138 | ) | - | (250,447 | ) | (259,048 | ) | - | (509,495 | ) | |||||||||||||||||||||||
| Exploration Expenditure Impairment | - | - | - | - | (9,391,267 | ) | - | (9,391,267 | ) | ||||||||||||||||||||||||||
| Gain on fair value of warrants | 49,534 | - | - | 49,534 | - | - | 49,534 | ||||||||||||||||||||||||||||
| Gain / (Loss) on Fair Value of Financial Assets through P&L | - | - | - | - | 49,580 | - | 49,580 | ||||||||||||||||||||||||||||
| Share of net profits of JV accounted for using the equity method | 701,978 | - | (701,978 | ) | AA | - | - | - | - | ||||||||||||||||||||||||||
| Net Gain on Disposal / Deemed Disposal of CRML Shares | - | - | - | - | 2,108,102 | (2,108,102 | ) | EE | - | ||||||||||||||||||||||||||
| Impairment | - | - | - | - | (452,370 | ) | - | (452,370 | ) | ||||||||||||||||||||||||||
| Other expenses | (5,869 | ) | (36,526 | ) | - | (42,395 | ) | (13,143 | ) | - | (55,538 | ) | |||||||||||||||||||||||
| Profit/(loss) before income tax | (51,871,823 | ) | 1,665,657 | (66,545,715 | ) | (116,751,881 | ) | (62,703,333 | ) | (38,279,107 | ) | (217,734,321 | ) | ||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Profit/(loss) after tax | (51,871,823 | ) | 1,665,657 | (66,545,715 | ) | (116,751,881 | ) | (62,703,333 | ) | (38,279,107 | ) | (217,734,321 | ) | ||||||||||||||||||||||
| Net income (loss) attributed to non-controlling interest | - | - | 124,924 | BB | 124,924 | (16,388,960 | ) | 16,264,036 | DD | - | |||||||||||||||||||||||||
| Net income (loss) attributed to CRML | $ | (51,871,823 | ) | $ | 1,665,657 | $ | (66,670,639 | ) | $ | (116,876,805 | ) | (46,314,373 | ) | (54,543,143 | ) | (217,734,321 | ) | ||||||||||||||||||
| Other comprehensive income, net of income tax | |||||||||||||||||||||||||||||||||||
| Items that may be reclassified to profit or loss | |||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | 4,684,120 | 247,246 | - | 4,931,366 | 5,198,071 | - | 10,129,437 | ||||||||||||||||||||||||||||
| Other comprehensive (loss)/profit for the period, net of income tax | 4,684,120 | 247,246 | - | 4,931,366 | 5,198,071 | - | 10,129,437 | ||||||||||||||||||||||||||||
| Total comprehensive (loss)/profit for the period | $ | (47,187,703 | ) | $ | 1,912,903 | $ | (66,545,715 | ) | $ | (111,820,515 | ) | (57,505,262 | ) | (38,279,107 | ) | (207,604,884 | ) | ||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 146,766,204 | 216,807,910 | |||||||||||||||||||||||||||||||||
| Pro forma earnings per share - basic and diluted | $ | (0.80 | ) | $ | (1.00 | ) | |||||||||||||||||||||||||||||
8
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Description of the Business Combination
On July 19, 2024, Critical Metals Corp. (“CRML” or the “Company”) entered into an amended and restated heads of agreement (as amended, the “HOA”) with Rimbal Pty. Ltd. (the “Vendor”), which was subsequently amended in September 2025. Pursuant to the HOA, the Company agreed to acquire up to a 92.5% equity interest in Tanbreez Mining Greenland A/S (“Tanbreez”), which holds the primary exploitation permit for rare earth elements (“REE”) in Greenland. The HOA was structured in the following sequential stages:
| 1. | Initial Investment: An investment of $5,000,000 to acquire an initial 5.55% equity interest in Tanbreez. |
| 2. | Stage 1 Interest: The issuance of $90,000,000 of shares in CRML to acquire an additional 36.45% equity interest, bringing the Company’s total historical interest to 42.0%. |
| 3. | Stage 2 Interest: The requirement to increase the Company’s ownership interest in Tanbreez from 42.0% to 92.5% (an additional 50.50% equity interest) upon receiving approval from the Greenlandic Mineral Resources Authority (“Greenland MRA”) for the transfer of the asset. |
Completion of Stage 2 Acquisition
On April 29, 2026, the Company and the Vendor completed the acquisition of the 50.5% ownership interest in Tanbreez (the “Stage 2 Acquisition”). At the closing of the Stage 2 Acquisition, following receipt of approval from the Greenland MRA, the Company issued 14,500,000 ordinary shares, par value $0.001 per share (“Ordinary Shares”), to the Vendor in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933. This share issuance increased CRML’s direct ownership interest in Tanbreez from 42.0% to 92.5%.
EUR Transaction
As of the closing of the Stage 2 Acquisition, the remaining 7.5% ownership interest in Tanbreez was held by the Company’s stockholder, European Lithium Limited (“EUR”). In connection with the EUR Transaction, CRML intends to acquire 100% of EUR. As a result of the acquisition of EUR transaction, CRML will acquire this remaining 7.5% minority interest, resulting in CRML holding a 100% ultimate ownership interest in Tanbreez and EUR.
Corporate Governance & Management
Under the terms of the HOA, CRML has the right to appoint two directors to the board of Tanbreez. On July 2, 2024, Tony Sage was appointed as CRML’s representative on the Board of Tanbreez. The Vendor is a company controlled by geologist Gregory Barnes. Pursuant to the HOA, Gregory Barnes serves as a strategic advisor to the board of CRML. In connection with the asset acquisition in the EUR transaction, the Company will replace existing share-based payment arrangements held by key management personnel (KMPs) of EUR with new equity-settled awards over the shares of CRML.
9
Note 2 — Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives pro forma effect to the Stage 2 Acquisition and the EUR Transaction as if they had been consummated on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2025, and for the fiscal year ended June 30, 2025, give pro forma effect to the transactions as if they had been consummated on July 1, 2024, the earliest period presented.
The historical financial statements of CRML, Tanbreez, and EUR have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The condensed combined pro forma financial information reflects IFRS and is presented in US Dollars (“USD”).
To prepare the pro forma financial information, the historical financial statements of the target entities have been translated into USD to conform to the reporting metrics of CRML:
| ● | The historical financial statements of Tanbreez were originally reported using Danish Krone (“DKK”) and have been translated into USD. |
| ● | The historical financial statements of EUR were originally reported using Australian Dollars (“AUD”) and have been translated into USD. |
The historical financial information has been adjusted to give pro forma effect to the Stage 2 Acquisition and the EUR Transaction. The adjustments are presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation. The pro forma information is for illustrative purposes only and is not necessarily indicative of the historical results that would have been achieved or the future results that the combined company will experience.
Note 3 — Accounting for the Asset Acquisitions
Basis of Consolidation and Control Assessment
Upon the completion of the Stage 2 Acquisition, the transactions will be accounted for as consolidation, in accordance with IFRS 10. CRML’s equity interest in Tanbreez increases to 92.5% at which point CRML is determined to control Tanbreez based on the following structural and operational indicator:
| ● | Equity ownership: CRML holds a 92.5% voting and economic equity interest |
10
| ● | Operational Funding: CRML is responsible for funding the ongoing operations of the project. |
| ● | Corporate Governance: CRML has the unilateral ability to appoint the majority of the Board of Directors of Tanbreez. |
Following the Stage 2 Acquisition, the remaining 7.5% equity interest in Tanbreez held by European Lithium Ltd (“EUR”) represents a non-controlling interest (“NCI”). Because CRML maintains control, 100% of Tanbreez’s historical assets, liabilities, and operations are consolidated, with the 7.5% interest initially allocated to NCI within equity.
Subsequent Acquisition of EUR (Project Dynamo) EUR Transaction
In connection with the EUR Transaction, CRML’s intended acquisition of EUR will result in the Company acquiring the remaining 7.5% interest, bringing CRML’s total ownership of Tanbreez to 100%. In accordance with IFRS 10.23, changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for strictly as equity transactions (i.e., transactions with owners in their capacity as owners).
Consequently, the acquisition of the remaining 7.5% interest via EUR will not result in the recognition of a gain or loss in the statement of operations. Instead, the transaction will adjust the carrying amounts of the controlling interest and reduce the NCI balance to zero, reflecting CRML’s ultimate 100% ownership of Tanbreez and of EUR.
Accounting Acquirer Determination
CRML was determined to be the accounting acquirer under IFRS 10 and IFRS 3. While the application of IFRS 3 involves a higher level of judgement, an evaluation of the relative facts and circumstances favored CRML as the acquirer, specifically: relative voting rights post-transaction, the composition of the combined governing body, the selection of senior executive management, the relative size of the entities, and underlying terms of exchange. Accordingly, Tanbreez and EUR are treated as the accounting acquirees.
Measurement Basis and Asset/Equity Recognition
In accordance with IFRS 2, the transactions are measured based on the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. CRML recognizes these identifiable items at their acquisition-date fair values, including property, plant, and equipment (PP&E), cash and cash equivalents, and other investments. Equity instruments issued by the Company are recognized as an increase in equity, measured by reference to the fair value of the net assets acquired. Because IFRS 3 does not apply, no goodwill is recognized; total consideration is entirely allocated to the identifiable assets and liabilities based on their relative fair values, and transaction costs are capitalized as part of the initial asset cost basis.
Reciprocal Shareholding and Treasury Share Reclassification (IAS 32)
Prior to the transaction, EUR held an historical investment in CRML. While this investment is initially recognized at fair value as part of the assets acquired via the transaction, under IAS 32 (Financial Instruments: Presentation), an entity is prohibited from recognizing its own equity instruments as a financial asset. Accordingly, the historical CRML shares acquired from EUR are immediately reclassified as treasury shares and presented as a deduction from equity within the condensed combined financial statements, eliminating the reciprocal investment asset against equity.
11
Replacement Share-Based Payment Awards
As part of the EUR Transaction, the Company will replace existing share-based payment arrangements held by key management personnel (KMPs) of EUR with new equity-settled awards over the shares of CRML.
While the transaction is an asset acquisition outside the scope of IFRS 3, the allocation and modification principles of IFRS 2 are applied to evaluate these replacement awards. The grant-date fair value of the replacement awards is allocated between historical acquisition consideration and post-acquisition employee compensation based on the proportion of the vesting period completed at the acquisition date:
| ● | Pre-Acquisition Service Portion: The portion of the fair value attributable to service periods completed prior to the acquisition is capitalized and included in the cost basis of the assets acquired. |
| ● | Post-Acquisition Service Portion: The portion attributable to remaining vesting periods is recognized as employee compensation expense over the prospective post-acquisition service period. |
The replacement of these awards constitutes a modification under IFRS 2. The Company measures the fair value of the original awards immediately before the replacement and compares it to the fair value of the new awards at the grant date. Any incremental fair value granted is recognized as additional employee compensation expense over the remaining vesting period. The Company recognizes, at minimum, the grant-date fair value of the original awards, provided the original vesting conditions are met.
Purchase Price Allocation (PPA)
The fair value of Tanbreez identifiable net assets was determined as follows:
| (In USD thousands) | Est Fair Value | |||
| Consideration: | ||||
| Cash paid | $ | 12,060 | ||
| Stage 1 shares FV | 90,000 | |||
| Stage 2 share FV | 165,010 | |||
| HOA share true up | 6,850 | |||
| Expenses paid on behalf of Tanbreez | 4,399 | |||
| Total Consideration Paid | 278,319 | |||
| Noncontrolling interest 7.5% of consideration | 17,228 | |||
| Total Consideration | $ | 295,547 | ||
| Cash & Cash Equivalents | $ | 1,114 | ||
| Property Plant & Equipment | 716 | |||
| Deferred exploration and evaluation expenditure | 262,241 | |||
| Total Assets Acquired | 264,072 | |||
| Liabilities Assumed | (34,369 | ) | ||
| Net Assets Acquired | $ | 229,703 | ||
| Difference allocated to accumulated earnings one time charge | $ | 65,844 | ||
12
The difference between the total consideration paid and the noncontrolling interest less the net assets acquired was allocated to earnings in accordance with IFRS 2.13A. This charge will flow directly through to increase pro forma Accumulated Deficit on the balance sheet, and the Share Capital remains credited for the full fair value of the equity issued.
Purchase Price Allocation (PPA)
The fair value of EUR’s identifiable net assets was determined as follows:
| (In shares) | EUR | |||
| EUR shares currently on issue | 1,716,361,583 | |||
| EUR listed options | 189,409,098 | |||
| EUR unlisted options | 2,871,900 | |||
| EUR unlisted options | 2,549,005 | |||
| EUR performance rights | 90,000,000 | |||
| Total | 2,001,191,586 | |||
| Exchange ratio | 0.0350 | |||
| EUR shareholders to be issued shares in CRML | 70,041,706 | |||
| (In USD thousands) | Est Fair Value | |||
| Consideration: | ||||
| Shares issues 70,041,706 (1) | $ | 751,494 | ||
| Total Consideration Paid | $ | 751,494 | ||
| Cash & Cash Equivalents (2) | $ | 247,951 | ||
| Trade and other receivables | 174 | |||
| Prepaid expenses | 36 | |||
| Indemnification Assets | 1,147 | |||
| Short term loan receivables | 3,114 | |||
| Convertible note | 183 | |||
| Restricted cash and other deposits | 34 | |||
| Property Plant & Equipment | 1 | |||
| Listed and unlisted investments | 10,705 | |||
| Investment in associates | 355 | |||
| Investment in Tanbreez | 17,228 | |||
| Investment in CRML | 510,007 | |||
| Right of use asset | 9 | |||
| Long term loan receivable | 753 | |||
| Total Assets Acquired | 791,697 | |||
| Liabilities Assumed | (19,050 | ) | ||
| Net Assets Acquired | $ | 772,647 | ||
| Difference allocated to share capital | $ | 21,153 | ||
| (1) | Includes 66,891,706 shares valued at $11.20 based on the closing price of CRML shares on May 29, 2029. 3,150,000 shares are replaced performance rights shares which are valued at $2,306,524 representing the allocation of the performance right shares to the consideration paid for total estimated fair value of consideration paid of $751,493,625. |
| (2) | Includes cash proceeds of $115,162,500 for the sale of CRML shares by EUR subsequent to December 31, 2026 |
The difference between the total consideration paid and the noncontrolling interest less the net assets acquired was allocated to share capital in accordance with IFRS 2.13A.
13
Note 4 — Tanbreez Conversion and Presentation Alignment from DKK to USD
The historical financial information of Tanbreez has been prepared in Danish Krone (DKK) and is being converted to US Dollars (USD) for the purposes of the unaudited pro forma condensed consolidated financial information to conform with the historical financial information of CRML. The unaudited historical statement of operations of Tanbreez for the trailing twelve months ended June 30, 2025 was compiled from the audited statement of operations for the year ended December 31, 2024 less the unaudited condensed statement of operations for the six month period ended June 30, 2024, plus the unaudited condensed statement of operations for the six months ended June 30, 2025 of Tanbreez,
The unaudited historical statement of operations of Tanbreez for the trailing six months ended December 31, 2025 was compiled from the audited statement of operations for the twelve months ended December 31, 2025 of Tanbreez less the unaudited condensed statement of operations for the six month period ended June 30, 2025 of Tanbreez.
| As of December 31, 2025 (in thousands) | IFRS before conversion (in DKK) | DKK to USD Exchange Rate as of December 31, 2025 | IFRS after conversion to (in USD) | |||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 7,090 | 0.157173 | $ | 1,114 | |||||||
| Deferred exploration and evaluation expenditures | 265,056 | 0.157173 | 41,660 | |||||||||
| Property plan & equipment | 4,556 | 0.157173 | 716 | |||||||||
| Total assets | $ | 276,702 | $ | 43,490 | ||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | $ | 4,586 | 0.157173 | $ | 721 | |||||||
| Loans form Group companies | 209,299 | 0.157173 | 32,896 | |||||||||
| Non-current labilities | ||||||||||||
| European Lithium – long term loan | 4,784 | 0.157173 | 752 | |||||||||
| Total liabilities | 218,669 | 34,369 | ||||||||||
| Net assets | $ | 58,033 | $ | 9,121 | ||||||||
| EQUITY | ||||||||||||
| Share capital | 5,000 | 763 | ||||||||||
| Share premium | 90,360 | 13,951 | ||||||||||
| Reserves | - | 64 | ||||||||||
| Accumulated deficit | (37,327 | ) | (5,657 | ) | ||||||||
| Total equity | $ | 58,033 | $ | 9,121 | ||||||||
14
| For the Six Months Ended December 31, 2025 (in thousands) | IFRS before conversion (in DKK) | DKK to USD Average Exchange Rate for the trailing six months ended December 31, 2025 | IFRS after conversion to (USD) | |||||||||
| Operating expenses | ||||||||||||
| Legal fees | $ | (1,657 | ) | 0.156221 | $ | (259 | ) | |||||
| Slaries and wages | (137 | ) | 0.156221 | (21 | ) | |||||||
| Accounting and audit fees | (756 | ) | 0.156221 | (118 | ) | |||||||
| Other advisory fees | (1,990 | ) | 0.156221 | (310 | ) | |||||||
| Travel expenses | (439 | ) | 0.156221 | (69 | ) | |||||||
| Other administrative fees | (37 | ) | 0.156221 | (6 | ) | |||||||
| Depreciation expense | (71 | ) | 0.156221 | (11 | ) | |||||||
| Other financial income | (3,820 | ) | 0.156221 | (597 | ) | |||||||
| Interest on loan – EUR | (106 | ) | 0.156221 | (17 | ) | |||||||
Unrealized foreign exchange gain and other income | (216 | ) | 0.156221 | (34 | ) | |||||||
| Net loss | $ | (9,229 | ) | $ | (1,442 | ) | ||||||
| Other comprehensive income | - | 29 | ||||||||||
| Total comprehensive loss | $ | (9,229 | ) | $ | (1,413 | ) | ||||||
| For the Trailing Twelve Months Ended June 30, 2025 (in thousands) | IFRS before conversion (in DKK) | DKK to USD Average Exchange Rate for the trailing twelve months ended June 30, 2025 | IFRS after conversion to (USD) | |||||||||
| Operating expenses | ||||||||||||
| Exploration expenditures expensed | $ | (83 | ) | 0.145842 | $ | (12 | ) | |||||
| Legal fees | (876 | ) | 0.145842 | (128 | ) | |||||||
| Accounting and audit fees | (5,480 | ) | 0.145842 | (799 | ) | |||||||
| Other advisory fees | (461 | ) | 0.145842 | (67 | ) | |||||||
| Travel expenses | (130 | ) | 0.145842 | (19 | ) | |||||||
| Other administrative fees | (32 | ) | 0.145842 | (5 | ) | |||||||
| Depreciation expense | (1 | ) | 0.145842 | (0 | ) | |||||||
| Management service fee to parent company | (720 | ) | 0.145842 | (105 | ) | |||||||
| Occupancy expense | (250 | ) | 0.145842 | (36 | ) | |||||||
Unrealized foreign exchange gain and other income | 20,156 | 0.145842 | 2,940 | |||||||||
| Other financial expense | (701 | ) | 0.145842 | (102 | ) | |||||||
| Net income | $ | 11,422 | $ | 1,667 | ||||||||
| Other comprehensive income | - | 247 | ||||||||||
| Total comprehensive income | $ | 11,422 | $ | 1,914 | ||||||||
15
Note 4 — EUR Conversion and Presentation Alignment from AUD to USD
The historical financial information of EUR has been prepared in Australian Dollars (AUD) and is being converted to US Dollars (USD) for the purposes of the unaudited pro forma condensed consolidated financial information to conform with the historical financial information of CRML.
| As of December 31, 2025 (in thousands) | IFRS before conversion (in AUD) | AUD to USD Exchange Rate as of December 31, 2025 | IFRS after conversion to (in USD) | |||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 198,400 | 0.6693 | $ | 132,789 | |||||||
| Trade and other receivable | 259 | 0.6693 | 174 | |||||||||
| Prepaid expenses | 54 | 0.6693 | 36 | |||||||||
| Indemnification assets | 1,714 | 0.6693 | 1,147 | |||||||||
| Short Term Loans Receivable | 4,652 | 0.6693 | 3,114 | |||||||||
| Convertible note | 273 | 0.6693 | 183 | |||||||||
| Total current assets | 205,352 | 137,443 | ||||||||||
| Listed and unlisted investments | 15,994 | 0.6693 | 10,705 | |||||||||
| Investment in associate | 531 | 0.6693 | 355 | |||||||||
| Investment in Tanbreez | 10,187 | 0.6693 | 6,818 | |||||||||
| Investment in CRML | 1,124,664 | 0.6693 | 752,738 | |||||||||
| Property, plant and equipment | 2 | 0.6693 | 1 | |||||||||
| Restricted cash and other deposits | 50 | 0.6693 | 33 | |||||||||
| Right and use assets | 13 | 0.6693 | 9 | |||||||||
| Long-term loans receivable | 1,125 | 0.6693 | 753 | |||||||||
| Total assets | $ | 1,357,918 | $ | 908,855 | ||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | $ | 2,576 | 0.6693 | $ | 1,724 | |||||||
| Provision | 6,763 | 0.6693 | 4,526 | |||||||||
| Lease liability | 17 | 0.6693 | 11 | |||||||||
| Total current liabilities | 9,356 | 6,261 | ||||||||||
| Long term lease liability | 2 | 0.6693 | 1 | |||||||||
| Deferred tax liability | 39,960 | 0.6693 | 26,745 | |||||||||
| Total liabilities | 49,318 | 33,007 | ||||||||||
| Net assets | $ | 1,308,600 | $ | 875,848 | ||||||||
| EQUITY | ||||||||||||
| Share capital | 101,514 | 65,363 | ||||||||||
| Reserves | (2,430 | ) | 15,286 | |||||||||
| Noncontrolling interest | (1 | ) | (1 | ) | ||||||||
Retained earnings | 1,209,517 | 795,200 | ||||||||||
| Total equity | $ | 1,308,600 | $ | 875,848 | ||||||||
16
| For the Six Months Ended December 31, 2025 (in thousands) | IFRS before conversion (in AUD) | AUD to USD Average Exchange Rate for the six months ended December 31, 2025 | IFRS after conversion to (USD) | |||||||||
| Other income | $ | 546 | 0.6556 | $ | 358 | |||||||
| Operating expenses | ||||||||||||
| Foreign exchange | (513 | ) | 0.6556 | (336 | ) | |||||||
| Consulting and profession services expense | (7,518 | ) | 0.6556 | (4,928 | ) | |||||||
| Travel and entertainment | (136 | ) | 0.6556 | (89 | ) | |||||||
| Salaries and wages | (277 | ) | 0.6556 | (181 | ) | |||||||
| Share based payments to directors and management | (4,755 | ) | 0.6556 | (3,117 | ) | |||||||
| Compliance and regulatory fees | (439 | ) | 0.6556 | (288 | ) | |||||||
| Administrative expenses | (92 | ) | 0.6556 | (60 | ) | |||||||
| Promotion, IR and PR expenses | (197 | ) | 0.6556 | (129 | ) | |||||||
| Occupancy | (2 | ) | 0.6556 | (1 | ) | |||||||
| Insurance | (98 | ) | 0.6556 | (64 | ) | |||||||
| Finance costs | (904 | ) | 0.6556 | (593 | ) | |||||||
| Depreciation expense | (2 | ) | 0.6556 | (1 | ) | |||||||
| Depreciation expense leased assets | (13 | ) | 0.6556 | (9 | ) | |||||||
| Gain loss on extinguishment of liability | (103 | ) | 0.6556 | (68 | ) | |||||||
| Gain on deconsolidation of CRML | 1,275,503 | 0.6556 | 836,187 | |||||||||
| CRML Expenses (pre deconsolidation) | (15,703 | ) | 0.6556 | (10,294 | ) | |||||||
| Gain on deconsolidation – recycling of FX translation reserve | 2,581 | 0.6556 | 1,692 | |||||||||
| Exploration expenditure impairment | (273 | ) | 0.6556 | (179 | ) | |||||||
| Gain/(loss) on fair value of financial assets | 3,303 | 0.6556 | 2,165 | |||||||||
| Share of net profits of JV accounted for using the equity method | (74,254 | ) | 0.6556 | (48,680 | ) | |||||||
| Net gain on disposal / deemed disposal of CRML shares | 16,826 | 0.6556 | 11,030 | |||||||||
| Other expense | (46 | ) | 0.6556 | (30 | ) | |||||||
| Net income before income tax | $ | 1,193,434 | $ | 782,385 | ||||||||
| Income tax expense | (47,692 | ) | 0.6556 | (31,266 | ) | |||||||
| Net income after tax | 1,145,742 | 751,119 | ||||||||||
| Other comprehensive income | (6,461 | ) | 0.6556 | (4,236 | ) | |||||||
| Total comprehensive income | $ | 1,152,203 | $ | 755,355 | ||||||||
17
| For the Year Ended June 30, 2025 (in thousands) | IFRS before conversion (in AUD) | AUD to USD Average Exchange Rate for the six months ended June 30, 2025 | IFRS after conversion to (USD) | |||||||||
| Other income | $ | 1,244 | 0.647822 | $ | 806 | |||||||
| Operating expenses | ||||||||||||
| Foreign exchange | (1,790 | ) | 0.647822 | (1,159 | ) | |||||||
| Consulting and profession services expense | (20,104 | ) | 0.647822 | (13,024 | ) | |||||||
| Travel and entertainment | (547 | ) | 0.647822 | (354 | ) | |||||||
| Salaries and wages | (2,702 | ) | 0.647822 | (1,750 | ) | |||||||
| Share based payments to directors and management | (49,072 | ) | 0.647822 | (31,790 | ) | |||||||
| Compliance and regulatory fees | (1,751 | ) | 0.647822 | (1,135 | ) | |||||||
| Administrative expenses | (26 | ) | 0.647822 | (17 | ) | |||||||
| Promotion, IR and PR expenses | (2,180 | ) | 0.647822 | (1,412 | ) | |||||||
| Insurance | (3,297 | ) | 0.647822 | (2,136 | ) | |||||||
| Finance costs | (1,052 | ) | 0.647822 | (681 | ) | |||||||
| Depreciation expense | (8 | ) | 0.647822 | (5 | ) | |||||||
| Depreciation expense leased assets | (42 | ) | 0.647822 | (27 | ) | |||||||
| Loss on disposal of fixed assets | (1 | ) | 0.647822 | (1 | ) | |||||||
| Merger expense | (4,635 | ) | 0.647822 | (3,003 | ) | |||||||
| Gain loss on extinguishment of liability | 364 | 0.647822 | 235 | |||||||||
| Gain on deconsolidation of CRML | 7 | 0.647822 | 5 | |||||||||
| Gain on deconsolidation – recycling of FX translation reserve | 1,085 | 0.647822 | 703 | |||||||||
| Exploration expenditure impairment | (400 | ) | 0.647822 | (259 | ) | |||||||
| Gain/(loss) on fair value of financial assets | (14,497 | ) | 0.647822 | (9,391 | ) | |||||||
| Share of net profits of JV accounted for using the equity method | 76 | 0.647822 | 50 | |||||||||
| Net gain on disposal / deemed disposal of CRML shares | 3,254 | 0.647822 | 2,108 | |||||||||
| Impairment | (698 | ) | 0.647822 | (452 | ) | |||||||
| Other expense | (20 | ) | 0.647822 | (14 | ) | |||||||
| Net loss | $ | (96,792 | ) | $ | (62,703 | ) | ||||||
| Other comprehensive income | (25,299 | ) | 0.647822 | (16,389 | ) | |||||||
| Total comprehensive income | $ | (71,493 | ) | $ | (46,314 | ) | ||||||
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Note 5 — Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of December 31, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Stage 2 Accounting Adjustments
| A. |
Reflects the issuance of 14,500,000 ordinary shares on April 29, 2026 under Stage 2 of the Heads of Agreement (HOA) to acquire an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S (“Tanbreez”), bringing the Company’s total ownership stake to 92.5%. Following this transaction, EUR retained a 7.5% NCI in Tanbreez.
Management evaluated the acquisition and concluded that Tanbreez did not constitute a business as defined under IFRS 3 Business Combinations, as it lacks substantive processes and outputs. Accordingly, the transaction is accounted for as an equity-settled asset acquisition within the scope of IFRS 2 Share-based Payment. Because the transaction resulted in the Company obtaining control over Tanbreez, the financial statements of Tanbreez have been fully consolidated into the Company’s financial statements in accordance with IFRS 10.
The accounting mechanics and consolidation adjustments are applied as follows: |
| ● | Derecognition of Investment in Associate: Reflects the step-acquisition mechanic moving from the equity method of accounting to full consolidation. The Company’s historical 42.0% equity method investment in Tanbreez, carrying a book value of $114,046,056, was derecognized upon gaining control. |
| ● | Recognition of Assets and Capitalization of Exploration License: The identifiable historical net assets of Tanbreez were consolidated. The transaction value was measured by reference to the fair value of the assets received in accordance with IFRS 2.13A. The fair value of the net assets was preliminarily determined by the agreed upon implied value of the consideration paid of $116,000,000 for 50.5% of Tanbreez. As such the implied fair value of the net assets was deemed to be $229,702,970 and the 7.5% NCI held by EUR was estimated to be $17,227,723. Consequently, the difference in the fair value of the consideration paid and the fair value of the net asset acquired of $65,843,737 was expensed in accordance with IFRS 2.13A. (See Note 3 for the comprehensive purchase price allocation). |
| ● | Establishment of Non-Controlling Interest (NCI): Reflects the recognition of the remaining 7.5% ownership interest in Tanbreez retained by European Lithium Limited (“EUR”). In accordance with IFRS, the Company has elected to measure this non-controlling interest using the proportional share of net assets method, resulting in an initial NCI allocation of $17,227,723 within the equity section of the consolidated balance sheet. |
Other Material Subsequent Transaction Adjustments
| B. | Reflects the closing of a Private Investment in Public Equity (“PIPE”) transaction subsequent to December 31, 2025. This adjustment represents the gross proceeds of $59,999,998 received from the issuance of 5,999,998 shares of ordinary shares at a purchase price of 10.00 per share. |
| C. | Reflects the subsequent settlement of certain liabilities through the issuance of 4,153,686 shares of ordinary shares, occurring subsequent to December 31, 2025. Specifically, this adjustment accounts for: |
| ● | The extinguishment of trade and other payables totaling $12,800,000. |
| ● | The settlement of outstanding warrant liabilities valued at $27,200,000. |
The total carrying value of these settled obligations, amounting to $40,000,000, has been reclassified to share capital upon the issuance of the underlying shares.
| D. |
Reflects equity transactions and adjustments occurring subsequent to December 31, 2025, as follows:
Stock-Based Compensation: Reflects the issuance of 610,000 ordinary shares in connection with the accelerated vesting and settlement of outstanding stock-based compensation awards triggered upon the closing of the transaction. This adjustment records a charge of $6,398,700 to accumulated deficit to recognize the accelerated stock-based compensation expense, with a corresponding credit to share capital.
Warrant Exercise: Reflects the issuance of 10,000 ordinary shares resulting from the subsequent cash exercise of 10,000 outstanding warrants. This adjustment records an increase of $70,000 to cash and cash equivalents, with a corresponding credit to share capital. |
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| E. | Reflects the issuance of 150,262 shares of ordinary shares in connection with the acquisition of 70% of 60 Degrees, the total purchase price is $5,000,000 in cash and $2,000,000 in shares resulting in the issuance of 150,262 at $13.31 per share. | |
EUR Transaction Accounting Adjustments
| ||
| F. | Reflects the financial effects of the closing of the EUR Transaction and the transition to full consolidation of the underlying net assets. Management evaluated the acquisition under IFRS 3 Business Combinations and concluded that the acquired entity did not constitute a business, as it lacked substantive processes and outputs. Accordingly, the transaction has been accounted for as an asset acquisition settled through the issuance of equity instruments within the scope of IFRS 2 Share-based Payment. In accordance with IFRS 2, the transaction was measured based on the fair value of the identifiable net assets received, assuming the transaction closed on December 31, 2025. The accounting mechanics and consolidation adjustments are applied as follows: | |
| ● | Equity Consideration and IFRS 2 Step-Up: Initial share consideration consists of 70,041,706 ordinary shares with an implied contract value of $751,493,625. Because the fair value of the identifiable net assets acquired was determined to be $772,646,841, the transaction value was measured by reference to the fair value of the assets received in accordance with IFRS 2.13A. Consequently, the share capital credit was stepped up by $21,153,216 to match the $772,646,841 total asset valuation. |
| ● | Derecognition of Investment in Associate: Reflects the transition from the equity method of accounting to a fully consolidated presentation. The Company’s pre-existing historical investment in associate balance was derecognized upon gaining control. |
| ● | Elimination of Historical Equity and Non-Controlling Interest: To reflect the capital structure of the combined legal entity and avoid double-counting, the historical equity accounts of the acquired entity were eliminated upon consolidation, including Share Capital of $65,363,177, Reserves of $15,285,904, and Accumulated Deficit of $795,197,794. Additionally, the historical non-controlling interest of $1 held by European Lithium Limited (“EUR”) was eliminated to reflect that the entity is now a 100%-owned, fully consolidated subsidiary of the Company. |
| G. | Reflects the elimination of the EUR held historical investment in CRML. While this investment is initially recognized at fair value as part of the assets acquired via the transaction, under IAS 32 (Financial Instruments: Presentation), an entity is prohibited from recognizing its own equity instruments as a financial asset. Accordingly, the historical CRML shares acquired from EUR are immediately reclassified as treasury shares and presented as a deduction from equity within the condensed combined financial statements, eliminating the reciprocal investment asset against equity. | |
| H. | Reflects the elimination of both the NCI held by CRML in Tanbreez and the EUR investment in the Tanbreez. According to IFRS 10.B96, any difference between the consideration paid (the book value of the investment in the acquired entity) and the carrying amount of the NCI adjusted must be recognized directly in equity (attributable to the parent). |
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| I. | Reflects the elimination of intercompany loan between EUR, Tanbreez and CRML. | |
| J. |
Reflects the funding to Velta. On February 5, 2026 and May 19, 2026, the Company advanced funds of US$5,000,000 and US$6,000,000 to Velta respectively. The funds were advanced under a loan agreement and bear interest at 10% per annum and is secured over the assets of Velta. The loan is repayable the earlier of March 1, 2027, the occurrence of a mandatory repayment event of 10 business days following the completion of Velta pursuant to the binding agreement entered into and announced on January 27, 2026.
On February 26, 2026, EUR provided its subsidiary, European Lithium Ukraine LLC, with US$21,000,000 in funds to participate in the debt repurchase auction in connection with the acquisition of Velta. European Lithium Ukraine LLC has finalized the debt repurchase agreements and the funding of US$21,000,000 has subsequently been reassigned to EUR. The loan bears interest at 10% per annum and is secured over the assets of Velta. The loan is repayable the earlier of 1 March 2027, the occurrence of a mandatory repayment event of 10 business days following the completion of Velta pursuant to the binding agreement entered into and announced on January 27, 2026. |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended December 31, 2025 and for the Year Ended June 30, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Stage 2 Accounting Adjustments
(AA) Reflects the elimination of share of profit of the joint venture under the equity method as it is now 100% consolidated.
(BB) To recognize the non-controlling interest portion of earnings held by European Lithium Ltd of 7.5%.
(CC) Reflects the one time charge for the difference between the total consideration paid and the noncontrolling interest less the net assets acquired allocated to earnings in accordance with IFRS 2.13A.
|
EUR Transaction Accounting Adjustments |
(DD) To remove the impact of CRML non-controlling interest carried on EUR and Tanbreez non-controlling interest carried on CRML.
(EE) To remove the impact of CRML deconsolidation and gains/losses recognized as a result of selling CRML shares that would no longer be applicable upon full consolidation of EUR by CRML.
(FF) To recognize share based compensation related to the EUR performance rights replaced with CRML performance rights.
(GG) To true up the deferred tax impact upon consolidation of EUR.
Note 6 — Net Earnings (Loss) per Share
Represents the earnings (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Stage 2 Acquisition, assuming the shares were outstanding since July 1, 2024. The impact of the Stage 2 Acquisition is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings (loss) per share assumes that the shares issued in connection with the Stage 2 Acquisition have been outstanding for the entire period presented.
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The following table sets out the share ownership of CRML following the issuance of 14,500,000 shares under the Stage 2 Acquisition the issuance of 610,000 share based compensation, 5,999,998 PIPE shares, and 4,153,686 vendor and warrant liability settlement the issuance of 10,000 shares for the exercise of warrants and the issuance of 150,262 share for the acquisition of 60 Degrees on a pro forma basis: (Six Months Ended December 31, 2025 and the twelve months ended June 30, 2025)
| Net loss per share | Six Months Ended December 31, 2025 | Twelve Months Ended June 30, 2025 | ||||||
| Net loss attributed to CRML | $ | (121,744,087 | ) | $ | (116,876,805 | ) | ||
| Weighted average shares outstanding – Pro forma basic and diluted | 146,766,204 | 146,766,204 | ||||||
| Net loss per share – Basic | $ | (0.83 | ) | $ | (0.80 | ) | ||
| Net loss per share - Diluted | $ | (0.83 | ) | $ | (0.80 | ) | ||
The following table sets out the share ownership of CRML following the issuance of shares stated above as well as the estimated issuance of 70,041,706 share for the acquisition of EUR on a pro forma basis: (Six Months Ended December 31, 2025 and the twelve months ended June 30, 2025)
| Net loss per share | Six Months Ended December 31, 2025 | Twelve Months Ended June 30, 2025 | ||||||
| Net loss attributed to CRML | $ | (173,515,530 | ) | $ | (217,734,321 | ) | ||
| Weighted average shares outstanding – Pro forma basic and diluted | 216,807,910 | 216,807,910 | ||||||
| Net loss per share – Basic | $ | (0.80 | ) | $ | (1.00 | ) | ||
| Net loss per share - Diluted | $ | (0.80 | ) | $ | (1.00 | ) | ||
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