Critical Metals Corp 6-K, filed Oct 22, 2026
Critical Metals Corp. (CRML)
About this 6-K
Critical Metals Corp filed this 6-K on October 22, 2026.
On May 18, 2026, Critical Metals Corp. entered an amended Scheme Implementation Deed to acquire all issued shares and listed options of European Lithium Ltd. through two interdependent schemes of arrangement under Australian law. AI summary
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 October 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 May 18, 2026, Critical Metals Corp. (the “Company”) entered into a Scheme Implementation Deed (as amended) 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”).
This report on Form 6-K is filed to provide (i) the historical financial statements of European Lithium for the year ended June 30, 2026 and 2025 in connection with Rule 3-05 of Regulation S-X, and (ii) pro forma financial information of the Company giving effect to the EUR Transaction and the other transactions described therein, as required by Article 11 of Regulation S-X.
Cautionary Note Regarding Forward-Looking Statements
This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the timing of closing of the transactions, statements regarding anticipated benefits of the transactions, as well as statements regarding the financial position, financial performance, business strategy, expectations of the Company’s business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used herein, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as amended by Amendment No. 1 to the Company’s Annual Report on Form 20-F/A filed with the SEC. These forward-looking statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of the date hereof involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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), on 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
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. | ||
| October 22, 2026 | By: | /s/ Tony Sage |
| Name: | Tony Sage | |
| Title: | Chief Executive Officer and Executive Chairman | |
3
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
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 October 21st 2026 of our report dated October 9th 2026, relating to the consolidated financial statements of European Lithium Limited as of and for the years ended 30 June 2026 and 30 June 2025 (Exhibit 99.1 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
/s/ SW Audit
SW Audit
Chartered Accountants
Perth, Australia
21 October 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 99.1
EUROPEAN LITHIUM LIMITED
ABN 45 141 450 624
Financial Statements
For the Year Ended 30 June 2026
| Consolidated Statement of Comprehensive Income | 3 |
| Consolidated Statement of Financial Position | 4 |
| Consolidated Statement of Changes in Equity | 5 |
| Consolidated Statement of Cash Flows | 7 |
| Notes to the Consolidated Financial Statements | 8 |
| Directors’ Declaration | 40 |
| Independent Auditor’s Report | 41 |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 2 |
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2026
| Note | 2026 A$ | 2025 A$ | ||||||||
| Continuing operations | ||||||||||
| Other income | 4 | 7,916,630 | 1,244,323 | |||||||
| Fair value gain | 11 | 6,652,317 | - | |||||||
| Net loss on disposals and deemed disposal of shares | 14 | (20,356,849 | ) | - | ||||||
| Gain on deconsolidation | 30 | 1,275,503,015 | - | |||||||
| Gain on deconsolidation - recycling of FX | 2,581,413 | - | ||||||||
| Employee benefits expense | (579,600 | ) | (2,701,604 | ) | ||||||
| Depreciation and amortisation expense | 12 | (2,211 | ) | (8,167 | ) | |||||
| Depreciation and amortisation expense – leased assets | (26,021 | ) | (41,720 | ) | ||||||
| Finance expenses | 5 | (4,471,097 | ) | (1,051,971 | ) | |||||
| Exploration expenditure expensed | (184,010 | ) | (399,875 | ) | ||||||
| Exploration expenditure impairment | 13 | (828,827 | ) | (14,496,678 | ) | |||||
| Consulting fees | 5 | (7,759,407 | ) | (20,103,935 | ) | |||||
| Travel expenses | (278,294 | ) | (546,674 | ) | ||||||
| Regulatory and compliance costs | (850,721 | ) | (1,751,481 | ) | ||||||
| Gain on fair value of financial assets through profit or loss | 17 | 12,085,952 | 3,254,138 | |||||||
| Share based payment expense | 25 | (10,610,051 | ) | (49,072,093 | ) | |||||
| Share of net losses of associate accounted for using the equity method | 14 | (129,319,420 | ) | 7,230 | ||||||
| Loss on disposal of fixed asset | - | (1,460 | ) | |||||||
| Merger expenses | (1,224,680 | ) | (4,635,221 | ) | ||||||
| Gain/(loss) on extinguishment of liability | (103,180 | ) | 363,633 | |||||||
| Foreign exchange gain/(loss) | (15,888,781 | ) | (1,789,586 | ) | ||||||
| Administration expenses | (1,394,575 | ) | (25,959 | ) | ||||||
| Promotion / IR / PR | (257,682 | ) | (2,179,590 | ) | ||||||
| Insurance | (181,399 | ) | (3,296,861 | ) | ||||||
| Impairment of convertible notes | 698,294 | (698,294 | ) | |||||||
| Impairment of investment in associates | 14 | (163,086,237 | ) | - | ||||||
| Occupancy | (2,154 | ) | - | |||||||
| Gain/(loss) on fair value of warrants | - | 76,534 | ||||||||
| Share of net profit of JV accounted for using the equity method | 16 | - | 1,084,608 | |||||||
| Other expenses | 92,870 | (20,288 | ) | |||||||
| Share of CRML expenses for the period to deconsolidation | 30 | (15,702,748 | ) | - | ||||||
| Profit/(loss) before income tax | 932,422,547 | (96,790,991 | ) | |||||||
| Income tax expense | 6 | (1,830,690 | ) | - | ||||||
| Profit/(loss) after tax from continuing operations | 930,591,857 | (96,790,991 | ) | |||||||
| Other comprehensive income, net of income tax | ||||||||||
| Items that will be reclassified to profit or loss | ||||||||||
| Exchange differences on translation of foreign operations | (53,344,122 | ) | 8,023,919 | |||||||
| Other comprehensive (loss)/income for the period, net of income tax | (53,344,122 | ) | 8,023,919 | |||||||
| Total comprehensive income/(loss) for the year | 877,247,735 | (88,767,072 | ) | |||||||
| Profit/(loss) for the year attributable to: | ||||||||||
| Members of European Lithium Ltd | 937,052,660 | (71,492,437 | ) | |||||||
| Non-controlling interests | (6,460,803 | ) | (25,298,554 | ) | ||||||
| 930,591,857 | (96,790,991 | ) | ||||||||
| Total comprehensive income/(loss) for the year attributable to: | ||||||||||
| Members of European Lithium Ltd | 883,346,050 | (69,758,825 | ) | |||||||
| Non-controlling interests | (6,098,315 | ) | (19,008,247 | ) | ||||||
| 877,247,735 | (88,767,072 | ) | ||||||||
| Earnings/(loss) per share for the year | ||||||||||
| Basic profit/(loss) per share (cents per share) | 26 | 57.44 | (6.80 | ) | ||||||
| Diluted profit/(loss) per share (cents per share) | 26 | 43.65 | (6.80 | ) | ||||||
The
above Consolidated Statement of Comprehensive Income is to be read in conjunction with the
Notes to the Financial Statements
FINANCIAL STATEMENTS 2026 AND 2025 | Page 3 |
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2026
| Note | 2026 A$ | 2025 A$ | ||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 7 | 296,295,083 | 20,021,463 | |||||||
| Trade and other receivables | 8 | 1,863,955 | 252,237 | |||||||
| Prepaid expenses | 9 | 63,406 | 1,562,246 | |||||||
| Indemnification asset | 19 | 1,714,192 | 1,714,192 | |||||||
| Short term loan receivable | 10 | 9,610,187 | - | |||||||
| Derivative assets | 11 | 6,652,317 | - | |||||||
| Total Current Assets | 316,199,140 | 23,550,138 | ||||||||
| Non-Current Assets | ||||||||||
| Property, plant and equipment | 12 | 1,479 | 5,365 | |||||||
| Deferred exploration and evaluation expenditure | 13 | - | 60,610,945 | |||||||
| Investment in associate | 14 | 732,820,005 | 1,008,716 | |||||||
| Restricted cash and other deposits | 15 | 56,944 | 23,661,204 | |||||||
| Investment in joint venture | 16 | - | 174,801,266 | |||||||
| Financial assets at fair value through profit or loss | 17 | 31,611,878 | 5,721,395 | |||||||
| Right of use asset | - | 60,919 | ||||||||
| Long term loan receivable | 18 | 1,166,000 | - | |||||||
| Total Non-Current Assets | 765,656,306 | 265,869,810 | ||||||||
TOTAL ASSETS | 1,081,855,446 | 289,419,948 | ||||||||
| LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Trade and other payables | 19 | 3,100,713 | 27,797,760 | |||||||
| Provisions | 20 | - | 41,901 | |||||||
| Lease liability | 1,907 | 46,637 | ||||||||
| Short term loan | - | 1,901,697 | ||||||||
| Warrants liability | 21 | - | 62,452,403 | |||||||
| Total Current Liabilities | 3,102,620 | 92,240,398 | ||||||||
| Non-Current Liabilities | ||||||||||
| Offtake prepayment | 22 | - | 22,893,600 | |||||||
| Lease liability | 668 | 21,685 | ||||||||
| Deferred tax liability | 6 | 1,830,690 | - | |||||||
| Total Non-Current Liabilities | 1,831,358 | 22,915,285 | ||||||||
| TOTAL LIABILITIES | 4,933,978 | 115,155,683 | ||||||||
| NET ASSETS | 1,076,921,468 | 174,264,265 | ||||||||
EQUITY | ||||||||||
| Issued capital | 23 | 104,838,549 | 153,136,087 | |||||||
| Reserves | 24 | (22,284,438 | ) | 259,198,892 | ||||||
| Accumulated losses | 994,367,357 | (292,793,642 | ) | |||||||
| Non controlling interest | - | 54,722,928 | ||||||||
| TOTAL EQUITY | 1,076,921,468 | 174,264,265 | ||||||||
The
above Consolidated Statement of Financial Position is to be read in conjunction with the
Notes to the Financial Statements
FINANCIAL STATEMENTS 2026 AND 2025 | Page 4 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2026
Issued Capital A$ | Accumulated Losses A$ | Share-based payment Reserve A$ | Foreign Currency Translation Reserve A$ | Nasdaq Listing Reserve A$ | Total A$ | Non-controlling Interests A$ | Total (Deficiency)/ 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 2026 AND 2025 | Page 5 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2026
Issued Capital A$ | Accumulated Losses A$ | Share-based payment Reserve A$ | Foreign Currency Translation Reserve A$ | Nasdaq Listing Reserve A$ | Total A$ | Non-controlling Interests A$ | Total (Deficiency)/ 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 for the year | - | 937,052,660 | - | - | - | 937,052,660 | (6,460,803 | ) | 930,591,857 | |||||||||||||||||||||||
| Foreign
currency exchange differences arising on translation from functional currency to presentation currency | - | - | - | (53,706,610 | ) | - | (53,706,610 | ) | 362,488 | (53,344,122 | ) | |||||||||||||||||||||
| Total comprehensive income/(loss) for the year | - | 937,052,660 | - | (53,706,610 | ) | - | 883,346,050 | (6,098,315 | ) | 877,247,735 | ||||||||||||||||||||||
| Issue of shares – consultant | 183,180 | - | - | - | - | 183,180 | - | 183,180 | ||||||||||||||||||||||||
| Issue of shares – exercise of options | 21,124,038 | - | - | - | - | 21,124,038 | - | 21,124,038 | ||||||||||||||||||||||||
| 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 year | ||||||||||||||||||||||||||||||||
| - 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 | - | - | 6,494,779 | - | - | 6,494,779 | - | 6,494,779 | ||||||||||||||||||||||||
| Performance rights issued to consultants | - | - | 230,853 | - | - | 230,853 | - | 230,853 | ||||||||||||||||||||||||
| Options issues to consultants | - | - | 1,215,000 | - | - | 1,215,000 | - | 1,215,000 | ||||||||||||||||||||||||
| Deconsolidation of CRML | (65,173,681 | ) | 350,108,339 | (216,528,156 | ) | - | (68,406,502 | ) | - | (77,532,062 | ) | (77,532,062 | ) | |||||||||||||||||||
| At 30 June 2026 | 104,838,549 | 994,367,357 | 28,761,365 | (51,045,803 | ) | - | 1,076,921,468 | - | 1,076,921,468 | |||||||||||||||||||||||
The
above Consolidated Statement of Changes in Equity is to be read in conjunction with the
Notes to the Financial Statements
FINANCIAL STATEMENTS 2026 AND 2025 | Page 6 |
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2026
| Note | 2026 A$ | 2025 A$ | ||||||||
| Cash flows from operating activities | ||||||||||
| Payments to suppliers and employees | (13,047,066 | ) | (20,631,203 | ) | ||||||
| Interest received | 6,154,434 | 282,981 | ||||||||
| Tax paid | - | - | ||||||||
| Merger expenses | (598,956 | ) | (4,635,221 | ) | ||||||
| Grants received | - | 151,797 | ||||||||
| Net cash (used in) operating activities | 29 | (7,491,588 | ) | (24,831,646 | ) | |||||
| Cash flows from investing activities | ||||||||||
| Funding of Tanbreez by CRML (until deconsolidation) | (4,724,373 | ) | (8,095,849 | ) | ||||||
| Payments for exploration and evaluation | (1,617,961 | ) | (2,263,608 | ) | ||||||
| Investment in listed shares | (18,165,447 | ) | (1,092,808 | ) | ||||||
| Proceeds from the sale of investments | 363,038,638 | 8,047,094 | ||||||||
| Cash acquired on acquisition of subsidiary | - | 883 | ||||||||
| Cash balance on deconsolidation of subsidiary | 30 | (50,229,091 | ) | - | ||||||
| Transaction costs with sale of CRML shares | (8,053,279 | ) | - | |||||||
| Transaction costs for CRML convertible note transaction | (16,055,107 | ) | - | |||||||
| Costs associated with Obeikan Investment Group | - | (611,921 | ) | |||||||
| Payment for property, plant and equipment | (2,788 | ) | (3,362 | ) | ||||||
| Net cash provided by / (used in) investing activities | 264,190,592 | (4,019,571 | ) | |||||||
Cash flows from financing activities | ||||||||||
| Proceeds from capital raisings | 53,583,250 | 39,469,192 | ||||||||
| Funds advanced under Convertible note | - | (350,000 | ) | |||||||
| Payment for share issue costs | - | (2,627,612 | ) | |||||||
| Proceeds from the exercise of options | 40,147,165 | 4,115,598 | ||||||||
| Transaction costs related to
issue of equity securities or convertible debt securities | (3,226,477 | ) | - | |||||||
| Borrowing advanced | (54,012,929 | ) | - | |||||||
| Repayment of borrowing | 3,780,988 | 2,370,986 | ||||||||
| Proceeds from issue of new option | 98,617 | 356,837 | ||||||||
| Loan financing costs | (490,148 | ) | - | |||||||
| Convertible note | (273,038 | ) | - | |||||||
| Share buy-back | (4,431,075 | ) | - | |||||||
| New options funds to be reimbursed | 19 | 2,489 | - | |||||||
| Payment for convertible note facility | - | (399,425 | ) | |||||||
| Principal repayment of lease liability | (27,425 | ) | (47,999 | ) | ||||||
| Net cash provided by financing activities | 35,151,417 | 42,887,577 | ||||||||
| Net increase in cash and cash equivalents | 291,850,421 | 14,036,360 | ||||||||
| Cash and cash equivalents at beginning of year | 20,021,463 | 5,778,638 | ||||||||
| Effects on exchange rate fluctuations on cash held | (15,576,801 | ) | 206,465 | |||||||
| Cash and cash equivalents at end of year | 7 | 296,295,083 | 20,021,463 | |||||||
The
above Consolidated Statement of Cash Flows is to be read in conjunction with the
Notes to the Financial Statements
FINANCIAL STATEMENTS 2026 AND 2025 | Page 7 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 1. | CORPORATE INFORMATION |
The financial report of European Lithium Limited (the Company) and its controlled entities (the Group) for the year ended 30 June 2026 was authorised for issue in accordance with a resolution of the directors on 9 October 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, and on a going concern basis. The directors have assessed the entity’s ability to continue as a going concern and have concluded that there are reasonable grounds to believe that the entity will be able to realise its assets and discharge its liabilities in the ordinary course of business for at least 12 months from the date of approval of the financial statements.
The accounting policies set out below have been applied consistently to all periods presented in the financial report except where stated.
| b) | Application of new and revised accounting standards |
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2026, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) that are relevant to the Group and effective for the full year 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 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 2026 reporting periods and have not been early adopted by the Group.
| Title | Summary of expected impact on the Group | Application date of standard | Application date for the Group |
| IFRS 18 Presentation and Disclosure of Financial Statements | The amendments is to improve the comparability of financial performance between entities including:
■ Income and expenses must be classified in the statement of profit or loss into one of five categories – investing, financing, income taxes, discontinued operations and operating (this is a residual category if income and expenses are not classified into any of the other categories)
■ Two new mandatory subtotals – operating profit or loss, and profit or loss before financing and income taxes
■ Strict rules for labelling, aggregation and disaggregation of items in the financial statements
■ New disclosures about management-defined performance measures
■ Amendments to the presentation requirements for interest income and expenses, and dividend income in the statement of cash flows. |
1 January 2027 |
1 January 2027 |
There are no other standards that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 8 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| c) | 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 33 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.
| d) | 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:
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.
Carrying value of investment in CRML
The Company’s carrying value in CRML at 30 June 2026 is based on the CRML share price at this date noting that this valuation is subject to fluctuation in the share price of Critical Metals (refer to note 14(d)).
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 25).
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.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 9 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Deferred tax and income tax expense
During the year, the Group disposed of part of its holding in Critical Metals Corp. The Group has assessed the tax consequences arising from the disposals, including the availability of participation exemption relief under Division 768-G of the Income Tax Assessment Act 1997. In determining the extent to which any capital gain may be disregarded, the Group was required to calculate the Active Foreign Business Asset Percentage (“AFBAP”) of the foreign subsidiary at the time of the CGT event. The determination of the AFBAP involves significant judgement and estimation. In particular, the Group was required to identify and classify the underlying assets of the Critical Metals Corp. and other non-Australian resident entities within its ownership chain as active or non-active assets in accordance with the relevant provisions of Australian tax law. This assessment required judgement regarding the residency of the entities, and the nature and use of certain assets. The calculation also required the Group to estimate the value of assets held by Critical Metals Corp and its underlying subsidiaries at the times of the disposals. Asset values were determined using valuation methodologies, assumptions and information considered appropriate in the circumstances. These estimates were affected by assumptions regarding future operating performance, commodity prices, foreign exchange rates, discount rates, market participant assumptions and other valuation inputs. Changes in these assumptions may result in a materially different AFBAP and, consequently, a different Australian income tax outcome.
| e) | 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. |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 10 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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.
| f) | 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.
| g) | 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.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 11 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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.
| h) | 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.
| 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 and investments.
Minerals Exploration and investments cover’s the Group’s main projects and investments including:
| ■ | Investment in CRML (USA) |
| ■ | Interest in Tanbreez Mining Greenland AS (Greenland) |
| ■ | Interest in Velta Holdings Inc (Ukraine) |
The Groups projects and investments have been aggregated into one reporting segment because management considers that they have similar economic characteristics and relate to the minerals exploration sector.
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:
2026 A$ | 2025 A$ | |||||||
| Australia | 33,545,709 | 6,274,133 | ||||||
| Austria | - | 84,794,412 | ||||||
| USA | 721,694,635 | - | ||||||
| Greenland | 10,415,962 | 174,801,265 | ||||||
| 765,656,306 | 265,869,810 | |||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 12 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 4. | OTHER INCOME |
2026 A$ | 2025 A$ | |||||||
| Interest revenue | 7,452,520 | 744,121 | ||||||
| Interest on short term loan (note 10) | 85,179 | 96,603 | ||||||
| Interest on long term loan (note 18) | 66,000 | - | ||||||
| Interest on convertible note | 182,481 | - | ||||||
| Interest on convertible loan note | - | 11,411 | ||||||
| Realised gain on sale of listed investments (note 17) | 117,998 | - | ||||||
| Grants received | - | 152,533 | ||||||
| Other income | 12,452 | 239,655 | ||||||
| 7,916,630 | 1,244,323 | |||||||
| 5. | EXPENSES FROM CONTINUING OPERATIONS |
2026 A$ | 2025 A$ | |||||||
| Finance expenses | ||||||||
| Issue of 294,600 warrants to PIPE brokers | - | (39,713 | ) | |||||
| GEM payable | - | 170,218 | ||||||
| Interest expense - leased assets | (1,479 | ) | (8,431 | ) | ||||
| Provision for doubtful debts | (55,580 | ) | - | |||||
| Bank fees | (6,797 | ) | (89,629 | ) | ||||
| Brokerage fees | (4,400,701 | ) | (3,772 | ) | ||||
| Financing costs | (6,529 | ) | (818,765 | ) | ||||
| Other expenses | (11 | ) | (261,879 | ) | ||||
| (4,471,097 | ) | (1,051,971 | ) | |||||
2026 A$ | 2025 A$ | |||||||
| Consulting fees | ||||||||
| Taxation advisors | (304,524 | ) | (511,081 | ) | ||||
| Strategy | - | (452,016 | ) | |||||
| Company secretarial advisors | (60,000 | ) | (60,000 | ) | ||||
| Legal fees | - | (17,380,804 | ) | |||||
| Accounting fees | (335,979 | ) | (764,313 | ) | ||||
| Corporate advisory | (6,793,130 | ) | - | |||||
| Government Affairs | - | (259,623 | ) | |||||
| General | (265,774 | ) | (676,098 | ) | ||||
| (7,759,407 | ) | (20,103,935 | ) | |||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 13 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 6. | INCOME TAX |
2026 A$ | 2025 A$ | |||||||
| Major components of income tax expense for the year are: | ||||||||
| Income statement | ||||||||
| Current income tax charge/(benefit) | - | - | ||||||
| Deferred tax | 1,830,690 | - | ||||||
| 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:
2026 A$ | 2025 A$ | |||||||
| Profit/(loss) from ordinary activities before income tax expense | 932,422,547 | (96,790,991 | ) | |||||
| Prima facie tax benefit on loss from ordinary activities at 30.0% (2025: 30%) | 279,726,764 | (29,037,297 | ) | |||||
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
| ||||||||
| Non-deductible expenses | 5,154,452 | 15,426,119 | ||||||
| Deferred tax movements not recognised | (283,153,219 | ) | 10,049,683 | |||||
| Taxable capital gain | 801,585 | 4,370,813 | ||||||
| Tax rate differential | 102,323 | 3,800,334 | ||||||
| Recognition of previously unrecognised deferred tax amounts | (801,215 | ) | (4,609,652 | ) | ||||
| 1,830,690 | - | |||||||
Unrecognised deferred tax assets have not been recognised in respect of the following items:
2026 A$ | 2025 A$ | |||||||
| Unrecognised temporary differences | ||||||||
| Deferred tax assets/(liabilities) (at 30.0%) (2025: 30%) | ||||||||
| Accrued expenses | 27,000 | - | ||||||
| Exploration expenditure | 99,374 | 7,532,365 | ||||||
| Capital raising costs | 64,784 | 33,185 | ||||||
| Joint venture | 11,201 | 9,981 | ||||||
| Fixed assets | - | (415 | ) | |||||
| Right of use assets | - | (1,561 | ) | |||||
| Lease liabilities | - | 1,711 | ||||||
| Trade and other receivables | 17,224 | 152 | ||||||
| Carry forward tax losses – revenue | 4,881,015 | 10,167,923 | ||||||
| Carry forward tax losses – capital | 1,322,294 | - | ||||||
| Financial assets | (6,257,444 | ) | (2,598,213 | ) | ||||
| Derivative assets | (1,995,695 | ) | - | |||||
| Other | (443 | ) | 7,780,976 | |||||
| Net deferred tax asset/(liabilities) | (1,830,690 | ) | 22,926,104 | |||||
| Net unrecognised deferred tax asset/(liability) | - | (22,926,104 | ) | |||||
| Net recognised deferred tax asset/(liability) | (1,830,690 | ) | - | |||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 14 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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 (2025: 23%), regardless of whether profits are retained or distributed. For the net unrecognised deferred tax asset as of 30 June 2026 a tax rate of 23% was used and for the net unrecognised deferred tax asset as of 30 June 2025 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. |
| 7. | CASH AND CASH EQUIVALENTS |
2026 A$ | 2025 A$ | |||||||
| Cash at bank and in hand | 296,295,083 | 20,021,463 | ||||||
| 296,295,083 | 20,021,463 | |||||||
Cash at bank earns interest at floating rates based on daily bank deposit rates.
| 8. | TRADE AND OTHER RECEIVABLES |
2026 A$ | 2025 A$ | |||||||
| Trade and other receivables | 26,843 | 75,353 | ||||||
| Security deposit | - | 7,097 | ||||||
| GST / VAT receivable | 467,274 | 151,019 | ||||||
| Interest receivable on bank deposits | 1,303,873 | - | ||||||
| Proceeds due from the sale of listed securities | 65,965 | - | ||||||
| Other receivables | - | 18,768 | ||||||
| 1,863,955 | 252,237 | |||||||
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.
| 9. | PREPAID EXPENSES |
2026 A$ | 2025 A$ | |||||||
| Prepaid insurance | 63,406 | 1,433,702 | ||||||
| Other prepaid expenses | - | 128,544 | ||||||
| 63,406 | 1,562,246 | |||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 15 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 10. | SHORT TERM LOAN |
2026 A$ | 2025 A$ | |||||||
| Short term loan – CRML (i) | 8,225,009 | - | ||||||
| Short term loan – Moab Minerals Ltd (ii) | 1,385,178 | - | ||||||
| 9,610,187 | - | |||||||
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of year | - | 2,274,383 | ||||||
| Drawdown of loan | 9,525,008 | - | ||||||
| Repayment of loan | - | (2,370,986 | ) | |||||
| Accrued interest (note 4) | 85,179 | 96,603 | ||||||
| Balance at end of year | 9,610,187 | - | ||||||
| (i) | During the year the Company advanced funds to CRML to cover certain operational expenses. As at 30 June 2026, a total of $8,225,009 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 1 February 2027. 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. On 6 May 2026, the Company entered into a third loan with MOM for $200,000. The loan is unsecured and accrues interest at 10% per annum and is repayable on 31 December 2027. As at 30 June 2026, the balance owing from MOM was $1,385,178. |
| 11. | DERIVATIVE ASSET |
2026 A$ | 2025 A$ | |||||||
| Derivative asset | 6,652,317 | - | ||||||
| 6,652,317 | - | |||||||
As at 30 June 2026, the Company had entered into foreign exchange swap contracts under which USD funds were exchanged for AUD, with an agreement to exchange the AUD funds back into USD at the maturity of the contracts. At 30 June 2026, the Company held six foreign exchange swap and forward contracts with National Australia Bank, with a total AUD notional of $254,840,187 (USD notional of $179,695,264). The contracts mature between 30 July 2026 and 22 September 2026.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 16 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
The foreign exchange swap contracts are accounted for as derivative financial instruments in accordance with IFRS 9 and are measured at fair value at each reporting date. As at 30 June 2026, the fair value of the outstanding contracts resulted in the recognition of a derivative financial asset and associated fair value gain in the consolidated statement of comprehensive income. This is a level 2 measurement basis on the fair value hierarchy (note 32). The contracts are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured to fair value at each reporting date. The Company has not designated any of these contracts as hedging instruments for hedge accounting purposes. Accordingly, all gains and losses arising from changes in fair value are recognised immediately in profit or loss.
| 12. | PROPERTY, PLANT AND EQUIPMENT |
2026 A$ | 2025 A$ | |||||||
| Cost | 20,860 | 74,350 | ||||||
| Accumulated depreciation | (19,381 | ) | (68,985 | ) | ||||
| 1,479 | 5,365 | |||||||
2026 A$ | 2025 A$ | |||||||
| Carrying value at beginning of year | 5,365 | 8,418 | ||||||
| Additions | 1,401 | 3,362 | ||||||
| Assets written off | - | (1,460 | ) | |||||
| Depreciation charge for the year | (2,211 | ) | (8,167 | ) | ||||
| Foreign exchange | - | 3,212 | ||||||
| Deconsolidation of CRML (note 30) | (3,076 | ) | - | |||||
| Carrying value at end of year | 1,479 | 5,365 | ||||||
| 13. | DEFERRED EXPLORATION AND EVALUATION EXPENDITURE |
| Exploration and evaluation phases: | 2026 A$ | 2025 A$ | ||||||
| Balance at beginning of period | 60,610,945 | 53,239,237 | ||||||
| Expenditure incurred | 1,440,949 | 1,877,163 | ||||||
| Acquisition of tenements (note 28) | - | 13,632,279 | ||||||
| Impairment of exploration expenditure (i) | (828,827 | ) | (14,496,678 | ) | ||||
| Deconsolidation of CRML (note 30) | (61,223,067 | ) | - | |||||
| Foreign exchange movement | - | 6,358,944 | ||||||
| Balance at end of period | - | 60,610,945 | ||||||
| (i) | During the year ended 30 June 2026, the Group recognised impairment losses in respect of capitalised exploration and evaluation of $828,827 (30 June 2025: $14,496,678). The impairment made was recognised in respect to the Leinster Lithium Project and the Austrian Lithium Project noting that current and planned exploration activities on these projects is relatively minimal given global lithium prices. The Group continues to expend amounts in order to meet minimum spend commitments on the Leinster Lithium Project and the Austrian Lithium Project in order to retain tenure. |
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation or sale of the respective areas.
| 14. | INVESTMENT IN ASSOCIATE |
2026 A$ | 2025 A$ | |||||||
| Investments in associates | 732,820,005 | 1,008,716 | ||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 17 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| a) | Investment details |
2026 A$ | 2025 A$ | |||||||
| Percentage held at reporting date – EV Resources (i) | - | 20 | % | |||||
| Percentage held at reporting date – John Wally (ii) | 50 | % | 50 | % | ||||
| Percentage held at reporting date – Critical Metals Corp (iii) | 31 | % | - | |||||
| Percentage held at reporting date – Velta Holdings Inc (iv) | - | - | ||||||
| Percentage held at reporting date – Tanbreez Mining Greenland A/S (v) | 7.5 | % | 7.5 | % | ||||
| (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 year 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 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. |
| (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 30). |
| (iv) | On 27 January 2026, EUR announced that it had entered into a binding agreement to acquire 100% of the issued capital of Velta Holding US Inc. (Velta) (Acquisition Agreement), a US-based titanium feedstock producer with mining assets and processing facilities located in Ukraine. At 30 June 2026, EUR does not presently have an equity interest in Velta and consequently has not provided summarised financial information about Velta but rather disclosed the details of the relevant interests held in Velta as set out below. |
| (v) | As a result of CRML owning 92.5% in the Tanbreez Project at 30 June 2026, 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. |
| b) | Movement in the carrying amount of the investment in associates |
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of period | 1,008,716 | 806,148 | ||||||
| Cash investment | 239,045 | 186,092 | ||||||
| Reclassification from Investment in joint venture | 10,186,486 | - | ||||||
| Share of net losses recognised during the year | (129,319,420 | ) | 7,230 | |||||
| Deconsolidation of CRML (EV Resources GmbH) | (534,288 | ) | - | |||||
| Fair value of retained interest upon deconsolidation of CRML (note 30) | 1,285,811,656 | - | ||||||
| Sale of shares in CRML (post deconsolidation) | (244,391,200 | ) | - | |||||
| Movement in deferred taxes | (1,823,497 | ) | - | |||||
| Net loss on disposal and deemed disposals of CRML and Tanbreez shares | (20,356,849 | ) | - | |||||
| Impairment of carrying value of CRML | (163,086,237 | ) | - | |||||
| Foreign exchange | (49,671,192 | ) | 9,246 | |||||
| Loans to Velta (i) | 15,607,856 | - | ||||||
| Debts acquired at auction Velta (ii) | 29,148,929 | - | ||||||
| Balance at end of year | 732,820,005 | 1,008,716 | ||||||
| (i) | On 27 January 2026, EUR announced that it had entered into a binding agreement to acquire 100% of the issued capital of Velta Holding US Inc. (Velta) (Acquisition Agreement), a US-based titanium feedstock producer with mining assets and processing facilities located in Ukraine. On 5 February 2026 and 19 May 2026, EUR advanced funds of US$5,000,000 (AUD$7,128,250) and US$6,000,000 (AUD$8,479,606) to Velta, respectively. The loans are secured over the assets of Velta, accrue interest at 10% per annum and repayable by 1 March 2027. In accordance with the 27 January 2026 agreement, EUR has a right of veto/approval for large transactions entered into by Velta which provides EUR with significant influence over the relevant activities of Velta. Although the funds advanced are intended to be used to acquire an equity stake in Velta as at 30 June 2026 EUR did not hold any direct equity stake in Velta and consequently there are no results to equity account. At 30 June 2026, no interest has been accrued to support the accounting treatment of the investment. |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 18 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| (ii) | On 26 February 2026, EUR provided an intergroup loan to its subsidiary, European Lithium Ukraine LLC (EUR Ukraine) with US$21,000,000 (AUD$29,148,929). EUR Ukraine has acquired a secured loan owed by Velta Production & Commercial Company LLC (Velta PCC) (Velta Debt). The Velta Debt was originally advanced by PIB Bank to Velta PCC as project financing for the construction of Velta PCC’s ilmenite mine, and is secured by a mortgage over the mine’s integral property complex (broadly, the whole of the productive asset complex of the enterprise). Following the liquidation of PIB Bank, the Velta Debt and its associated security passed to Ukraine’s Deposit Guarantee Fund, which offered it for sale by auction. EUR Ukraine acquired the Velta Debt at that auction for approximately US$21 million, representing a discount of approximately 90% to its outstanding face value of approximately US$211 million (comprising principal, accrued interest and penalties). Subsequent to the year end on 21 August 2026, EUR was assigned the Velta Debt from EUR Ukraine. As a result of the acquisition of the Velta Debt and assignment, EUR has stepped into the position of secured creditor of Velta PCC and holds a claim against Velta PCC for the full outstanding face value of the Velta Debt (notwithstanding the lower price paid) and the benefit of the security over the mine’s integral property complex. The Velta Debt provides EUR with a secured creditor’s position in the Velta group ahead of completion of the acquisition of Velta, including priority over the secured assets and the ability to participate in and influence any enforcement or insolvency process affecting Velta PCC. EUR intends for this position to support a proposed restructuring of the Velta group, under which the relevant operating assets would be transferred to a new operating entity and Velta PCC would ultimately be wound up, with EUR retaining the benefit of the security. |
| c) | Summarised financial information based on unaudited accounts |
Critical Metals Corp
Summary statement of financial position
2026 A$ | 2025 A$ | |||||||
| Current assets | 151,735,125 | 12,680,191 | ||||||
| Non-current assets | 579,127,422 | 249,409,191 | ||||||
| Current liabilities | (174,128,891 | ) | (98,877,584 | ) | ||||
| Non-current liabilities | (22,931,993 | ) | (22,915,285 | ) | ||||
| Equity | 533,801,663 | 140,296,514 | ||||||
| Group’s carrying amount of the investment | 676,937,850 | - | ||||||
CRML has no capital commitments or bank guarantees on issue as at 30 June 2026.
CRML has the following contingent liabilities as at 30 June 2026:
| ■ | On 18 May 2026, the Company announced that it had executed a binding scheme implementation deed (SID) under which the Company will acquire all of the issued capital of EUR by way of two interdependent schemes of arrangement. Completion of the Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium, European Lithium having a net cash and liquid assets balance of not less than AUD$330,000,000, the holders of unlisted options and ZEPOs entering into cancellation deeds to give effect to the treatment of those securities as set out above, no material adverse change in European Lithium and Critical Metals business and assets and of any prescribed occurrences or regulated events, receipt of all necessary regulatory approvals, consents, waivers or modifications and court approvals. Under the terms of the SID, both EUR and CRML are liable to reimburse the other party a reimbursement fee of US$12,000,000 should the schemes subsequently not be implemented. |
| ■ | 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 $11.50 each on or before 3 years following the date of issue. |
| ■ | The Company has provided bank guarantees to the value of €20,000 in respect of any unrepaired damage to property at the Wolfsberg project. |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 19 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
Summary statement of P&L
2026 A$ | 2025 A$ | |||||||
| Revenue and other income | 2,738,434 | 855,645 | ||||||
| Depreciation | (44,082 | ) | (17,169 | ) | ||||
| (Loss) before tax | (331,028,787 | ) | (79,168,851 | ) | ||||
| Income tax expense | - | - | ||||||
| (Loss) for the period | (331,028,787 | ) | (79,168,851 | ) | ||||
| Total comprehensive (loss) for the period | (331,028,787 | ) | (79,168,851 | ) | ||||
| Group’s share of (loss) for the period | (128,840,224 | ) | - | |||||
| d) | Impairment assessment |
The carrying amount of the investments in associates was assessed for impairment at 30 June 2026. As at 30 June 2026, the fair value of the shares held by EUR in CRML was $676,937,850 (before the deduction of costs of disposal) based on the number of CRML shares held (being 45,536,338 shares) and the CRML share price at this date (being US$10.25 per share). An impairment expense of $163,086,237 has been recognised in the year based on the carrying amount less the recoverable amount. This is a level 1 measurement basis on the fair value hierarchy (note 32).
As at the date of this report, the Company holds 45,536,338 ordinary shares in CRML. As of 24 September 2026, based on the closing share price of Critical Metals being US$7.72 per share, the Company’s current investment in Critical Metals is valued at approximately US$351 million (A$503 million) noting that this valuation is subject to fluctuation in the share price of Critical Metals. EUR’s directors and management have assessed that because CRML is not experiencing financial difficultly, CRML’s exploration and evaluation projects and investment in the Tanbreez project is progressing favourably, and CRML’s share price experiences significant volatility and the fall in CRML’s share price at the date of this report, it is not appropriate to further impair EUR’s investment in CRML.
| 15. | RESTRICTED CASH AND OTHER DEPOSITS |
2026 A$ | 2025 A$ | |||||||
| Term deposits | 56,944 | 84,588 | ||||||
| Funds held on deposit against offtake prepayment | - | 23,576,616 | ||||||
| 56,944 | 23,661,204 | |||||||
| 16. | INVESTMENT IN JOINT VENTURE |
2026 A$ | 2025 A$ | |||||||
| Shares in Tanbreez Mining Greenland A/S | - | 174,801,266 | ||||||
| - | 174,801,266 | |||||||
Tanbreez Mining Greenland A/S (Tanbreez) is a company incorporated and domiciled in Greenland.
Velta Holdings US Inc (Velta) is a company incorporated and domiciled in the USA.
| a) | Movement in the carrying amount of the investment in joint venture |
2026 A$ | 2025 A$ | |||||||
| 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 30) | (170,689,152 | ) | - | |||||
| Reclassification to investment in associate (note 14) | (10,186,486 | ) | - | |||||
| Investment in joint venture at end of period | - | 174,801,266 | ||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 20 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| 17. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
2026 A$ | 2025 A$ | |||||||
| Shares in Iron Bear Resources Ltd (ASX: IBR) (previously Cyclone Metals Limited) | - | 5,464,729 | ||||||
| Shares in CuFe Limited (ASX: CUF) | 21,657,397 | 90,000 | ||||||
| Shares in Helix Resources Limited (ASX: HLX) | 233,143 | - | ||||||
| Shares in Pan African Niger Limited | 9,184,192 | - | ||||||
| Shares in Moab Minerals Limited (ASX: MOM) | 537,146 | 166,666 | ||||||
| Financial assets at fair value through profit or loss at end of period | 31,611,878 | 5,721,395 | ||||||
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of year | 5,721,395 | 1,390,256 | ||||||
| Purchase of listed investments | 10,135,068 | 1,092,808 | ||||||
| Sale of listed investments | (5,632,727 | ) | (377,218 | ) | ||||
| Gain in fair value from revaluation of listed investments (i) | 12,085,952 | 3,254,138 | ||||||
| Realised gain on sale of listed investment | 117,998 | - | ||||||
| Participation in Pan African Niger Limited (ii) | 8,030,380 | - | ||||||
| Conversion of Pan African Niger Limited convertible notes (ii) | 1,153,812 | - | ||||||
| Conversion of convertible note into equity | - | 361,411 | ||||||
| Financial assets at fair value through profit or loss at end of year | 31,611,878 | 5,721,395 | ||||||
| (i) | During the year ended 30 June 2026, 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 32). |
| (ii) | During the year ended 30 June 2026, the Company converted previous convertible loan notes (including accrued interest) into shares in Pan African Niger Limited (PANL) totalling $1,153,812. On 28 November 2025, the Company entered into a private equity subscription agreement with PANL for the issue of 1,017,294 shares for a total subscription price of US$2,000,000 (A$3,053,940). On 13 March 2026, the Company entered into a term sheet with First Investments Holding Limited to acquire 1,850,873 shares in PANL for a total subscription price of US$3,500,000 (A$4,976,440). This is a level 3 measurement on the fair value hierarchy (note 32). |
| 18. | LONG TERM LOAN |
2026 A$ | 2025 A$ | |||||||
| Long term loan – Tanbreez Mining Greenland A/S (i) | 1,166,000 | - | ||||||
| 1,166,000 | - | |||||||
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of period | - | - | ||||||
| Drawdown of loan | 1,100,000 | - | ||||||
| Accrued interest (note 4) | 66,000 | - | ||||||
| Balance at end of period | 1,166,000 | - | ||||||
| (i) | On 11 September 2025, the Company entered into a loan agreement with Tanbreez Mining Greenland A/S for $1,100,000. The loan is secured and accrues interest at 7.5% per annum and is repayable on 11 September 2030. |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 21 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| 19. | TRADE AND OTHER PAYABLES |
2026 A$ | 2025 A$ | |||||||
| Trade payables | 1,121,464 | 4,484,499 | ||||||
| Other payables (i) | 1,694,260 | 47,651 | ||||||
| Accruals | 282,500 | 15,044,885 | ||||||
| Application funds received for new options to be refunded | 2,489 | - | ||||||
| Excise tax payable | - | 2,253,962 | ||||||
| GEM commitment Fee Put Amount payable | - | 5,966,763 | ||||||
| 3,100,713 | 27,797,760 | |||||||
| (i) | During the year, 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 January 2027. 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 $1,714,192 which has been accounted for as an indemnity asset in accordance with the Group’s accounting policies. |
| 20. | PROVISIONS |
2026 A$ | 2025 A$ | |||||||
| Employee entitlements | - | 16,001 | ||||||
| Interest and penalties on taxes | - | 25,900 | ||||||
| - | 41,901 | |||||||
| 21. | WARRANTS LIABILITY |
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of year | 62,452,403 | 56,755,581 | ||||||
| Issue of unlisted warrants (e) | - | 4,738,354 | ||||||
| Gain/(loss) on fair value of warrants | - | (76,534 | ) | |||||
| Foreign exchange | - | 1,035,002 | ||||||
| Deconsolidation of CRML (note 30) | (62,452,403 | ) | - | |||||
| Balance at end of year | - | 62,452,403 | ||||||
| 22. | OFFTAKE PREPAYMENT |
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of year | 22,893,600 | 22,483,950 | ||||||
| Deconsolidation of CRML (note 30) | (22,893,600 | ) | - | |||||
| Foreign exchange | - | 409,650 | ||||||
| Balance at end of year | - | 22,893,600 | ||||||
| 23. | ISSUED CAPITAL |
2026 No of shares | 2026 A$ | |||||||
| Total issued capital | 1,445,181,464 | 153,136,087 | ||||||
| Share buyback | (23,955,240 | ) | (4,431,075 | ) | ||||
| Issue of shares – Supplier | 1,325,687 | 183,180 | ||||||
| Issue of shares – Exercise of unlisted options – cash | 253,088,185 | 21,124,038 | ||||||
| Conversion of performance rights - Directors (note 25(b)) | 45,000,000 | - | ||||||
| Conversion of performance rights – Consultants | 5,000,000 | - | ||||||
| Deconsolidation of CRML | - | (65,173,681 | ) | |||||
| Total issued capital | 1,725,640,096 | 104,838,549 | ||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 22 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
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 | ||||||
| (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 ($0.08 each expiring 14 November 2025). Funds raised from the Placement will be used for advancing the Company’s recently acquired Leinster Project including sampling and drilling and for working capital purposes. |
Terms and conditions of contributed equity
Fully paid ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of paid up shares held. Fully paid ordinary shares entitle their holder to one vote, either in person or by proxy, at any shareholders’ meeting of the Company.
| 24. | RESERVES |
2026 A$ | 2025 A$ | |||||||
| Share-based payment reserve (a) | 28,761,365 | 188,131,583 | ||||||
| Foreign currency translation reserve (b) | (51,045,803 | ) | 2,660,807 | |||||
| NASDAQ listing reserve (c) | - | 68,406,502 | ||||||
| (22,284,438 | ) | 259,198,892 | ||||||
| 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.
2026 No of Options | 2026 A$ | |||||||
| Balance at beginning of year | 366,640,701 | 188,131,583 | ||||||
| Listed Options | ||||||||
| Issue of listed options ($0.10 each expiring 30 April 2027) | 9,000,000 | 1,215,000 | ||||||
| Issue of listed options ($0.08 each expiring 14 November 2025) | 49,308,516 | 98,617 | ||||||
| Issue of listed options to corporate advisors | 81,100,000 | 2,248,500 | ||||||
| Exercise of listed options | (247,571,153 | ) | - | |||||
| Unlisted Options | ||||||||
| Exercise of unlisted options | (5,517,032 | ) | - | |||||
| Performance Rights | ||||||||
| Issue of performance rights – Directors | 45,000,000 | 1,606,500 | ||||||
| Issue of performance rights – Directors | 270,000,000 | 4,888,279 | ||||||
| Issue of performance rights – Consultant | 35,000,000 | 230,853 | ||||||
| Cancellation of performance rights – Consultant | (30,000,000 | ) | - | |||||
| Conversion of performance rights | (50,000,000 | ) | - | |||||
| Performance Shares | ||||||||
| Expiry of performance shares | (7,500,000 | ) | - | |||||
| CRML Issues | ||||||||
| Issue of shares for PIPE | - | (74,661 | ) | |||||
| Vesting of RSU’s | - | (1,775,281 | ) | |||||
| Issue of shares for exercise of warrants | - | 16,808,435 | ||||||
| Off market transfer of CRML shares | - | 31,911,696 | ||||||
| Deconsolidation of CRML | - | (216,528,156 | ) | |||||
| Balance at end of year | 515,461,032 | 28,761,365 | ||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 23 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
2025 No of Options | 2025 A$ | |||||||
| 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 | ||||||
At 30 June 2026, 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 | |||||||
| 30/04/2027 | Listed | 10.0 cents | $ | 0.002 | 242,327,782 | ||||||
| 31/12/2026 | Unlisted | 8.0 cents | $ | 0.002 | 3,133,250 | ||||||
| 245,461,032 | |||||||||||
| Date of Expiry | Status | Exercise Price | Fair Value at Grant Date | Number of Performance Rights | |||||||
| 3 December 2030 | Unlisted | Nil | $ | 0.0571 | 45,000,000 | ||||||
| 3 December 2030 | Unlisted | Nil | $ | 0.0734 | 45,000,000 | ||||||
| 3 December 2030 | Unlisted | Nil | $ | 0.0628 | 45,000,000 | ||||||
| 3 December 2030 | Unlisted | Nil | $ | 0.0746 | 45,000,000 | ||||||
| 3 December 2030 | Unlisted | Nil | $ | 0.0677 | 45,000,000 | ||||||
| 3 December 2030 | Unlisted | Nil | $ | 0.0838 | 45,000,000 | ||||||
| 270,000,000 | |||||||||||
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 | |||||||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 24 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| 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.
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of year | 2,660,807 | 927,195 | ||||||
| Foreign currency exchange differences arising on translation of foreign operations | (53,706,610 | ) | 1,733,612 | |||||
| Balance at end of year | (51,045,803 | ) | 2,660,807 | |||||
| c) | Nasdaq Listing Reserve |
The NASDAQ listing reserve records items recognised in respect to the Company’s listing on the NASDAQ.
2026 A$ | 2025 A$ | |||||||
| Balance at beginning of year | 68,406,502 | 68,406,502 | ||||||
| Nasdaq listing costs | - | - | ||||||
| Deconsolidation of CRML | (68,406,502 | ) | - | |||||
| Balance at end of year | - | 68,406,502 | ||||||
| 25. | SHARE-BASED PAYMENTS |
2026 A$ | 2025 A$ | |||||||
| Share based payment | ||||||||
| Director Performance Rights | - | (70,050 | ) | |||||
| Director Performance Rights (a) | (4,888,279 | ) | - | |||||
| Director Performance Rights (b) | (1,606,500 | ) | ||||||
| Consultants Performance Rights (c) | (230,853 | ) | ||||||
| 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 | ) | ||||||
| Issue of 9,000,000 listed options to consultants (d) | (1,215,000 | ) | ||||||
| Issue of CRML shares to 2501490 Alberta Inc | - | (1,767,734 | ) | |||||
| Issue of CRML Shares and RSUs to Directors and management | (420,919 | ) | (47,228,099 | ) | ||||
| Other | - | (6,210 | ) | |||||
| (10,610,051 | ) | (49,072,093 | ) | |||||
| 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 at any time prior to 31 December 2026 |
| ■ | Tranche B - 45,000,000 vest upon the Company’s VWAP exceeding $0.60 for 20 consecutive trading days at any time prior to 31 December 2027 |
| ■ | Tranche C - 45,000,000 vest upon the Company’s VWAP exceeding $0.70 for 20 consecutive trading days at any time prior to 31 December 2027 |
| ■ | Tranche D - 45,000,000 vest upon the Company’s VWAP exceeding $0.80 for 20 consecutive trading days at any time prior to 31 December 2028 |
| ■ | Tranche E - 45,000,000 vest upon the Company’s VWAP exceeding $0.90 for 20 consecutive trading days at any time prior to 31 December 2028 |
| ■ | Tranche F - 45,000,000 vest upon the Company’s VWAP exceeding $1.00 for 20 consecutive trading days at any time prior to 31 December 2029 |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 25 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
An external valuation of the Performance Rights was obtained for which a prorated amount of $4,888,279 has been included in the accounts at 30 June 2026 to reflect the rendering of services in the year ended 30 June 2026.
Number of Performance
| Grant date | Expiry Date | Fair value at grant date A$ per right | Vesting conditions | ||||||||
| Antony Sage | 20,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0571 | Tranche A | ||||||
| 20,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0734 | Tranche B | |||||||
| 20,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0628 | Tranche C | |||||||
| 20,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0746 | Tranche D | |||||||
| 20,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0677 | Tranche E | |||||||
| 20,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0838 | Tranche F | |||||||
| Malcolm Day | 15,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0571 | Tranche A | ||||||
| 15,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0734 | Tranche B | |||||||
| 15,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0628 | Tranche C | |||||||
| 15,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0746 | Tranche D | |||||||
| 15,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0677 | Tranche E | |||||||
| 15,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0838 | Tranche F | |||||||
| Michael Carter | 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0571 | Tranche A | ||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0734 | Tranche B | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0628 | Tranche C | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0746 | Tranche D | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0677 | Tranche E | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0838 | Tranche F | |||||||
| Mykhailo Zhernov | 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0571 | Tranche A | ||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0734 | Tranche B | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0628 | Tranche C | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0746 | Tranche D | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 0.0677 | Tranche E | |||||||
| 5,000,000 | 26 November 2025 | 3 December 2030 | $ | 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 | ||||||||||||
| 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 30 June 2026 to reflect the rendering of services in the year ended 30 June 2026.
Number of Performance Rights | Grant date | Expiry Date | Fair value at grant date
| 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 | ||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 26 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
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 year 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 $230,853 has been included in the accounts at 30 June 2026 to reflect the rendering of services in the year ended 30 June 2026 in respect to Tranche A. On 22 April 2026, the Tranche B performance rights were cancelled.
Number of Performance | Grant date | Expiry Date | Fair value at grant date A$ 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 | |||||||
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.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 27 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
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.
On 20 February 2026, the Company issued 9,000,000 listed options which are are exercisable at $0.10 each on or before 30 April 2027 to consultants of the Company. The listed options were valued at $0.135 per listed option being the last trading price before the date of issue.
| 26. | EARNING/LOSS PER SHARE |
2026 A$ | 2025 A$ | |||||||
| Profit/(loss) used in the calculation of basic and dilutive loss per share | 937,052,660 | (96,790,991 | ) | |||||
2026 Cents per share | 2025 Cents per share | |||||||
| Earning/(loss) per share: | ||||||||
| Basic earning/(loss) per share (cents per share) | 57.44 | (6.80 | ) | |||||
| Diluted earning/(loss) per share (cents per share) | 43.65 | (6.80 | ) | |||||
2026 Number | 2025 Number | |||||||
| Weighted average number of shares | 1,631,497,990 | 1,424,295,082 | ||||||
There are dilutive potential ordinary shares on issue at balance date. During the year ended 30 June 2025, 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.
| 27. | 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 $1,301,577.
The Group has no minimum expenditure requirements in relation to its exploration and mining licenses at its Austrian Lithium 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.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 28 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
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 18 May 2026, the Company announced that it had executed a binding scheme implementation deed (SID) under which the Company will acquire all of the issued capital of EUR by way of two interdependent schemes of arrangement. Completion of the Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium, European Lithium having a net cash and liquid assets balance of not less than AUD$330,000,000, the holders of unlisted options and ZEPOs entering into cancellation deeds to give effect to the treatment of those securities as set out above, no material adverse change in European Lithium and Critical Metals business and assets and of any prescribed occurrences or regulated events, receipt of all necessary regulatory approvals, consents, waivers or modifications and court approvals. Under the terms of the SID, both EUR and CRML are liable to reimburse the other party a reimbursement fee of US$12,000,000 should the schemes subsequently not be implemented.
There has been no other change in contingent liabilities since the last annual reporting date.
| 28. | 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 $US10 million was completed through the transfer of 1,371,742 shares in CRML held by the Company to LRH. The consideration shares were locked up until 28 February 2025.
The fair value of the shares as at the date of acquisition are:
| Note | Total | |||||
| Consideration | ||||||
| Shares (1,372,742 shares in CRML) | 15,365,200 | |||||
| Fair value adjustment | (1,728,323 | ) | ||||
| 13,636,877 | ||||||
| Assets Acquired | ||||||
| Cash | 883 | |||||
| Trade and other receivables | 10,124 | |||||
| Liabilities assumed | (6,409 | ) | ||||
| Net assets acquired | 4,598 | |||||
| Deferred exploration and evaluation expenditure | 13 | 13,632,279 | ||||
| (a) | the financial liabilities acquired comprise loans with third parties. |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 29 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| 29. | CASH FLOW INFORMATION |
2026 A$ | 2025 A$ | |||||||
| Reconciliation from net loss after tax to net cash used in operations | ||||||||
| Profit/(loss) | 930,591,857 | (96,790,991 | ) | |||||
| Non-cash flows included in operating loss: | ||||||||
| Depreciation (note 12) | 2,211 | 8,167 | ||||||
| Depreciation and amortisation expense – leased assets | 26,021 | 41,720 | ||||||
| Impairment of convertible notes | (698,294 | ) | 698,294 | |||||
| Impairment of investment in associates (note 14) | 163,086,237 | - | ||||||
| Share of net losses of associate accounted for using the equity method (note 14) | 129,319,420 | (7,230 | ) | |||||
| Share based payment expense (note 25) | 10,610,051 | 49,072,093 | ||||||
| Gain on deconsolidation (note 30) | (1,275,503,015 | ) | - | |||||
| Gain on deconsolidation - recycling of FX | (2,581,413 | ) | - | |||||
| Fair value gain (note 11) | (6,652,317 | ) | - | |||||
| Net loss on disposals and deemed disposal of shares (note 14) | 20,356,849 | - | ||||||
| Gain/(loss) on extinguishment of liability | 103,180 | - | ||||||
| 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 | (149,699 | ) | 354,543 | |||||
| Gain/(loss) on fair value of warrants | - | (76,534 | ) | |||||
| Gain in fair value from revaluation of listed investments (note 17) | (12,085,952 | ) | (3,254,138 | ) | ||||
| Realised gain on sale of listed investment (note 17) | (117,998 | ) | - | |||||
| Foreign exchange | 15,888,780 | (2,247,647 | ) | |||||
| Exploration expenditure impairment (note 13) | 828,827 | 14,496,678 | ||||||
| Exploration expenditure (classified as investing activities) | 184,010 | - | ||||||
| Interest on loan | - | (96,603 | ) | |||||
| CRML expenses | 8,330,293 | - | ||||||
| Interest on Pan African convertible loan note | (182,481 | ) | - | |||||
| Broker and corporate advisory fees (classified as investing activities) | 11,117,099 | - | ||||||
| Changes in assets and liabilities: | ||||||||
| Decrease / (increase) in trade and other receivables | (1,684,814 | ) | 1,233,260 | |||||
| Decrease in prepaid expenses | 29,219 | 938,296 | ||||||
| Increase in short term loan receivable | (2,617,078 | ) | - | |||||
| Increase in restricted cash | (6,944 | ) | - | |||||
| (Decrease) / increase in trade and other payables | 2,483,673 | 7,672,607 | ||||||
| Increase in provisions | - | 5,627 | ||||||
| Increase in deferred taxes | 1,830,690 | - | ||||||
| Increase in borrowings used for working capital purposes | - | 2,537,192 | ||||||
| Net cash (used in) operating activities | (7,491,588 | ) | (24,831,646 | ) | ||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 30 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
| 30. | DECONSOLIDATION OF CRML |
On 11 October 2025, the Group no longer had the power to govern the financial and operating policies of CRML. Accordingly, the Group’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 | (34,197,235 | ) | ||
| 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 | ) | ||
| 179,623,954 | ||||
| Share of CRML expenses for the period to deconsolidation | (15,702,748 | ) | ||
| 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 Groups 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 Group derecognized $50,229,091 in cash and cash equivalents in its Consolidated Statement of Financial Position. This impact is shown as an outflow of cash in Consolidated Statement of Cash Flows under the category Cash Flows from Investing Activities.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 31 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 |
Composition of cash received from sale of CRML shares
During the year, EUR received cash proceeds of $357,405,903 from the sale of shares it held in CRML. This amount is shown as an inflow of cash in the Consolidated Statement of Cash Flows under the category Cash Flows from Investing Activities.
| A$ | ||||
| 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 30) | 76,080,505 | |||
| Sale of 10,530,303 shares in CRML (post deconsolidation) (note 14) | 244,391,200 | |||
| Cash received during the period resulting from the sale of CRML shares | 357,405,903 | |||
Reclassification of investment
The Group’s equity interest in CRML was reclassified to an Investment in associated in the Consolidated Statement of Financial Position accounted for using the equity method on 11 October 2025 (note 14). The share of net losses of CRML included in the current period’s consolidated statement of profit or loss and other comprehensive income is $128,840,224.
| 31. | 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 $1,714,192 which has been accounted for as an indemnity asset in accordance with the Group’s accounting policies (refer to note 19). Mr. Zhernov serves as the Managing Partner at Millstone and as such is considered a body corporate entity controlled by Director Mykhailo Zhernov.
| b) | Sales and Purchases between Related Parties |
Balances between the Company and its subsidiaries which are related parties of the Company have been eliminated on consolidation and are not disclosed in this note. Details of percentage of ordinary shares held in subsidiaries are disclosed in Note 33 to the financial statements.
Note 33 provides information about the group’s structure including the details of the subsidiaries and the holding company. The following table provides the total amount of transactions and outstanding balances that have been entered into with other related parties for the current year.
Sales to Related A$ | Purchases from related parties A$ | Loans to Related A$ | Amounts owed by related parties A$ | Amounts owed to related Parties A$ | ||||||||||||||||||
| Director related entities | ||||||||||||||||||||||
| Cyclone Metals Limited | 2026 | - | - | - | - | - | ||||||||||||||||
| Cyclone Metals Limited | 2025 | 13,095 | - | - | - | - | ||||||||||||||||
| Okewood Pty Ltd | 2026 | - | 30,000 | - | - | - | ||||||||||||||||
| Okewood Pty Ltd | 2025 | - | 30,000 | - | - | - | ||||||||||||||||
| Boobalicious Pty Ltd | 2026 | - | 6,600 | - | - | - | ||||||||||||||||
| Boobalicious Pty Ltd | 2025 | - | 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 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 1 February 2027. 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. On 6 May 2026, the Company entered into a third loan with MOM for $200,000. The loan is unsecured and accrues interest at 10% per annum and is repayable on 31 December 2027. Mr Malcolm Day is a director of MOM.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 32 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
On 28 November 2025, the Company entered into a private equity subscription agreement with Pan African Niger Limited (PANL) for the issue of 1,017,294 shares for a total subscription price of US$2,000,000 (A$3,053,940). On 13 March 2026, the Company entered into a term sheet with First Investments Holding Limited to acquire 1,850,873 shares in PANL for a total subscription price of US$3,500,000. Mr Tony Sage has a shareholding in PANL.
During the year European Lithium Ukraine LLC extinguished loans with Finance Elite Company LLC. Of the amount extinguished, an amount of 53,326,281 UAH (A$1,694,260) was acquired by director Mykhailo Zhernov with this amount forming part of the balance under other payables (note 19). This balance is interest free with a repayment date of 2 January 2027 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 19).
During the year, 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).
| d) | Investments with Related Parties |
During the year, 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.
During the year, the Company sold 18,380,303 shares it held in CRML to raise funds of US$239,637,500 ($357,405,903).
During the year, the Company purchased 343,689,940 shares in CuFe Limited (ASX: CUF) for a net consideration of $9,524,207 and 4,000,000 options in CUF (ASX: CUFO) for a net consideration of $80,000. 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 $501,518.
| 32. | FINANCIAL INSTRUMENTS |
| a) | Significant accounting policies |
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statements.
| b) | Financial risk exposures and management |
The main risks the Group is exposed to through its financial instruments are credit risk, foreign currency risk, interest rate risk, and liquidity risk.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 33 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Set out below is an overview of financial instruments, other than cash, restricted cash and short-term deposits, held by the Group as at 30 June 2026:
| At amortised cost | Fair value Through profit or loss | |||||||
| A$ | A$ | |||||||
| Financial assets | ||||||||
| Trade and other receivables | 1,863,955 | - | ||||||
| Short term loan receivable | 9,610,187 | - | ||||||
| Derivative assets | 6,652,317 | |||||||
| Total current | 11,474,142 | 6,652,317 | ||||||
| Investment in associate | - | 732,820,005 | ||||||
| Financial assets at fair value through profit or loss | - | 31,611,878 | ||||||
| Long term loan receivable | 1,166,000 | - | ||||||
| Total non-current | 1,166,000 | 764,431,883 | ||||||
| Total assets | 12,640,142 | 771,084,200 | ||||||
| Financial liabilities | ||||||||
| Trade and other payables | 3,100,713 | - | ||||||
| Lease liability | 1,907 | - | ||||||
| Total current | 3,102,620 | - | ||||||
| Lease liability | 668 | - | ||||||
| Total non-current | 668 | - | ||||||
| Total liabilities | 3,103,288 | - | ||||||
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 | ||||||
Due to their short term nature, the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 34 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 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 $296,295,083 (30 June 2025: $20,021,463) is subject to interest rate risk. Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. At 30 June 2026, if interest rates at that date had been 10 basis points lower with all other variables held constant, there would be no material impact on the post-tax profit for the year.
| e) | Liquidity risk |
The Group manages liquidity risk by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in short term bank deposits.
Set out below is an overview of contractual maturities of financial liabilities as at 30 June 2026:
| Less
than 6 months A$ | 6
– 12 months A$ | Between 1 and 2 years A$ | Between 2 and 5 years A$ | Over
5 years A$ | Total contractual cashflows A$ | Carrying amount of liabilities A$ | ||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||
| Non-derivatives | ||||||||||||||||||||||||||||
| Trade & other payables | 3,100,713 | - | - | - | - | 3,100,713 | 3,100,713 | |||||||||||||||||||||
| Lease liability | 2,575 | - | - | - | - | 2,575 | 2,575 | |||||||||||||||||||||
| Total | 3,103,288 | - | - | - | - | 3,103,288 | 3,103,288 | |||||||||||||||||||||
Set out below is an overview of contractual maturities of financial liabilities as at 30 June 2025:
| Less
than 6 months A$ | 6
– 12 months A$ | Between
1 and 2 years A$ | Between
2 and 5 years A$ | Over 5 years A$ | Total
contractual cashflows A$ | Carrying
amount of liabilities 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 | |||||||||||||||||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 35 |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 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. |
Set out below is an overview of financial assets and liabilities recorded at fair value in the financial statements as at 30 June 2026:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| A$ | A$ | A$ | A$ | |||||||||||||
| Financial assets | ||||||||||||||||
| Financial assets (Note 17) | 22,427,686 | - | 9,184,192 | 31,611,878 | ||||||||||||
| Derivative asset (Note 11) | - | 6,652,317 | - | 6,652,317 | ||||||||||||
| Total assets recognised at fair value | 22,427,686 | 6,652,317 | 9,184,192 | 38,264,195 | ||||||||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 36 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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 21) | 5,387,327 | 57,065,076 | - | 62,452,403 | ||||||||||||
| Total liabilities recognised at fair value | 5,387,327 | 57,065,076 | - | 62,452,403 | ||||||||||||
| 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.
The Group’s exposure to foreign currency risk at reporting date was as follows:
| AUD | USD* | |||||||
| $ | $ | |||||||
| Cash and cash equivalents (Note 7)** | 254,840,187 | 179,695,264 | ||||||
| Investment in associate – Interest in Velta (Note 14) | 44,756,785 | 32,000,000 | ||||||
| Investment in associate – Investment in CRML (Note 14) | 676,937,850 | 466,747,465 | ||||||
| * | USD balances are translated at the closing exchange rate at reporting date |
| ** | As at 30 June 2026, the Company had entered into foreign exchange swap contracts under which USD funds were exchanged for AUD, with an agreement to exchange the AUD funds back into USD at the maturity of the contracts |
The following table illustrates the estimated impact on profit or loss and equity of a reasonably possible movement in the AUD/USD exchange rate as at 30 June 2026. The sensitivity analysis has been determined based on the USD-denominated monetary assets held at reporting date and assumes that all other variables remain constant.
| Movement in AUD/USD exchange rate | Impact
on profit/(loss) before tax | Impact
on equity | ||||||
| AUD strengthens by 10% | (97,653,482 | ) | 97,653,482 | |||||
| AUD weakens by 10% | 97,653,482 | (97,653,482 | ) | |||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 37 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 33. | SUBSIDIARIES |
| Ownership Interest | ||||||||||
| Country of Incorporation | 2026 % | 2025 % | ||||||||
| European Lithium Limited | Australia | n/a | n/a | |||||||
| Subsidiaries | ||||||||||
| ECM Lithium AT GmbH | Austria | - | * | 100 | ||||||
| ECM Lithium AT Operating GmbH | Austria | - | * | 100 | ||||||
| European Lithium AT (Investments) Ltd | British Virgin Islands | - | * | 100 | ||||||
| Critical Metals Corp (note 30) | British Virgin Islands | 31 | * | 60.92 | ||||||
| Critical BTC LLC | USA | - | * | 100 | ||||||
| CM Sub Corp (previously Sizzle Acquisition Corp) | USA | - | * | 100 | ||||||
| LRH Resources Limited | Irish | 100 | 100 | |||||||
| Lithium Exploration GmbH | Austria | 100 | 100 | |||||||
| European Lithium Ukraine Limited | Ukraine | 100 | 100 | |||||||
| * | Entities part of the CRML group which was deconsolidated effective 11 October 2025 (refer note 30). |
| 34. | KEY MANAGEMENT PERSONNEL DISCLOSURES |
| a) | Key management personnel compensation |
| 2026 A$ | 2025 A$ | |||||||
| Short-term employee benefits | 868,373 | 1,247,283 | ||||||
| Share-based payments – performance rights | 6,494,778 | 70,050 | ||||||
| Share-based payments – CRML share based payments | - | 27,644,393 | ||||||
| 7,363,151 | 28,961,726 | |||||||
| b) | Equity instrument disclosures relating to key management personnel |
Refer to note 25 for details on options, performance rights and performance shares issued to key management personnel of the Group during the year.
| 35. | PARENT ENTITY FINANCIAL INFORMATION |
| a) | Summary financial information |
The individual financial statements of the parent entity show the following aggregate amounts:
| 2026 A$ | 2025 A$ | |||||||
| Statement of financial position | ||||||||
| Current assets | 314,099,528 | 17,990,790 | ||||||
| Total assets | 441,913,409 | 60,940,988 | ||||||
| Current liabilities | 1,160,302 | 349,724 | ||||||
| Total liabilities | 2,990,992 | 349,724 | ||||||
| Net assets | 438,922,417 | 60,591,264 | ||||||
| Shareholders Equity | ||||||||
| Issued capital | 104,838,554 | 87,962,412 | ||||||
| Reserves | 28,761,360 | 18,473,610 | ||||||
| Accumulated losses | 305,322,503 | (45,844,758 | ) | |||||
| Total equity | 438,922,417 | 60,591,264 | ||||||
| Net gain/(loss) for the year | 351,167,261 | (2,316,404 | ) | |||||
| Comprehensive gain/(loss) | 351,167,261 | (2,316,404 | ) | |||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 38 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
| 36. | EVENTS AFTER THE REPORTING PERIOD |
On 3 July 2026 the Company announcement that it had entered into an amendment deed to the Scheme Implementation Deed (SID) governing CRML’s proposed acquisition of EUR. The amendments reflect agreed changes to certain implementation mechanics of the transaction while preserving the existing commercial terms of the proposed acquisition.
On 24 July 2026, the Company issued 591,520 shares upon the exercise of 591,520 unlisted options ($0.08 each expiring 31 December 2026).
On 13 August 2026, the Company issued 193,019 shares upon the exercise of 193,019 unlisted options ($0.08 each expiring 31 December 2026).
On 19 August 2026, the Company announced that it had entered into a second deed to the SID governing CRML’s proposed acquisition of EUR. The amendments reflect the change in exchange ratio.
On 8 September 2026, the Company issued 3,000,200 shares upon the exercise of 3,000,000 listed options ($0.10 each expiring 30 April 2027) and 200 unlisted options ($0.08 each expiring 31 December 2026).
On 15 September 2026, the Company announced the Supreme Court of Western Australia (Court) made orders under section 411(1) of the Corporations Act directing EUR to convene a meeting of EUR Shareholders for the purposes of considering and to vote on the Share Scheme (Share Scheme Meeting) and a meeting of EUR Optionholders for the purposes of considering and to vote on the Option Scheme (Option Scheme Meeting, and together with the Share Scheme Meeting, the Scheme Meetings), and approving the dispatch to EUR Shareholders and EUR Optionholders (together, EUR Securityholders) of an explanatory statement providing information about the Schemes, together with the notices of the Scheme Meetings (Scheme Booklet). On the same day, the Company released the Scheme Booklet. The shareholder meeting is expected to be convened on 22 October 2026.
On 17 September 2026, the Company issued 1,903,984 shares upon the exercise of 1,903,984 listed options ($0.10 each expiring 30 April 2027).
On 25 September 2026, the Company issued 7,560,250 shares upon the exercise of 7,560,250 listed options ($0.10 each expiring 30 April 2027).
On 2 October 2026, the Company entered into a Deed of Variation with Moab Minerals Ltd to extend the repayment date of all amounts owing to them to 31 December 2027.
On 5 October 2026, the Company issued 750,000 shares upon the exercise of 750,000 listed options ($0.10 each expiring 30 April 2027).
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 2026.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 39 |
DIRECTORS DECLARATION
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 2026 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 |
| 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 9 October 2026
| /s/ Tony Sage | |
| Tony Sage | |
| Chairman | |
| Perth, Western Australia |
FINANCIAL STATEMENTS 2026 AND 2025 | Page 40 |
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 2026, 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 2026, 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 |
sw-au.com | ||||
| Level 15 | Level 10 | Level 18 | Level 7, Aurora Place | |||||
| 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. | ||||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 41 |
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.
FINANCIAL STATEMENTS 2026 AND 2025 | Page 42 |
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
9 October 2026
| Brisbane | Melbourne | Perth | Sydney |
sw-au.com | ||||
| Level 15 | Level 10 | Level 18 | Level 7, Aurora Place | |||||
| 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. | ||||||||
FINANCIAL STATEMENTS 2026 AND 2025 | Page 43 |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On May 18, 2026, the Company entered into a binding Scheme Implementation Deed (SID) 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 which is scheduled to occur on October 22, 2026. The EUR Transaction is expected to be completed in November 2026.
On July 3, 2026, the Company entered into a deed to amend the SID with the principal changes being:
| ● | EUR Shareholders and EUR Optionholders holding 50,000 or fewer EUR Shares or EUR Options (as applicable) on the record date will be given the option to participate in a sale facility whereby the CRML shares they would otherwise be entitled to under the Schemes will be sold on market by a sale agent and the EUR Shareholder or EUR Optionholder (as applicable) will instead receive the net sale proceeds of such sale; |
| ● | the CRML shares issued as Scheme consideration will be issued directly to EUR Shareholders and EUR Optionholders, rather than utilising a CHESS Depository Interest (CDI) structure as had been initially contemplated (and expressly reserved for further determination) under the terms of the May SID. |
On August 19, 2026, the Company entered into a second deed to amend the SID with the principal changes being the introduction of a floating Share Scheme Transaction Ratio, subject to a cap and collar, replacing the previous fixed ratio of 0.035 New CRML Shares for each EUR Share whereby:
| ● | the Share Scheme Transaction Ratio will be determined by reference to the Scheme VWAP, being the average daily VWAP of CRML Shares on NASDAQ over the 20 consecutive NASDAQ Trading Days ending on the second NASDAQ Trading Day before the Share Scheme Meeting; |
| ● | where the Scheme VWAP is at or below the Floor Price (US$8.00), the Maximum Share Scheme Transaction Ratio of 0.045 will apply; |
| ● | where the Scheme VWAP is at or above the Ceiling Price of US$16.00, the Minimum Share Scheme Transaction Ratio of 0.025 will apply; and |
| ● | where the Scheme VWAP is between US$8.00 and US$16.00, the Share Scheme Transaction Ratio will be calculated in accordance with the formula set out in the amended SID, with the ratio adjusting on a linear basis between 0.045 and 0.025. |
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the audited historical consolidated balance sheet of CRML as of June 30, 2026 with the audited historical consolidated balance sheet of European Lithium as of June 30, 2026, giving effect to the EUR Transaction as if it had been consummated as of that date.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2026 combines the audited historical consolidated statement of operations of CRML for the fiscal year ended June 30, 2026, and the audited historical consolidated financial statements of EUR for the fiscal year ended June 30, 2026, giving effect to the EUR Transactions as if it had been consummated as of July 1, 2025, 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 June 30, 2026 which consist of 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, 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 EUR were originally reported using Australian Dollars (“AUD”) and have been translated into USD to conform to the reporting currency of CRML.
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.
In connection with the EUR Transaction, the acquisition of EUR is an asset acquisition accounted for under IFRS 2 and as a result the 7.5% interest in Tanbreez held by EUR will eliminate the non-controlling interest held by CRML in Tanbreez as an equity transaction under IFRS 10.23 and accounted for as a consolidation in accordance with IFRS 10. 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. 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 audited consolidated financial statements of CRML as of June 30, 2026 and 2025 and for the fiscal year ended June 30, 2026, 2025 and 2024; | |
| ● | the historical audited consolidated financial statements of EUR as of and for the fiscal year ended June 30, 2026 and 2025. |
Anticipated Accounting Treatment
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).
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 EUR Transaction
CRML was determined to be the accounting acquirer in 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 the EUR Transaction. Under the minimum consideration scenario CRML is anticipated to hold approximately 67% and EUR 33% and under the maximum consideration scenario CRML is anticipated to hold approximately 53% and EUR 47%; |
| ● | the board of directors of CRML following the EUR Transaction is expected to remain identical to the board of directors of CRML prior to the EUR Transactions; and |
| ● | the senior management of CRML following the EUR Transaction is expected to remain identical to the senior management CRML prior to the EUR Transactions. |
Accordingly, EUR is treated as the accounting acquiree.
Asset Acquisition Classification of Stage 2 Acquisition and EUR transaction
In accordance with IFRS 3, the EUR Transaction are accounted for as an asset acquisition rather than a business combination, because EUR lack the substantive inputs and processes required to meet the definition of a business:
| ● | Input –EUR inputs are primarily cash on hand, investment in Tanbreez and investment in CRML. |
| ● | Process –EUR has no significant process in place. |
| ● | Output –EUR’s primary output is linked to its interest in Tanbreez and its CRML investment. |
Because the EUR transaction does 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.
| 2 |
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.
| 3 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| CRML
(Historical) |
EUR
(Historical) |
Combined before adjustments |
EUR Transaction Accounting Adjustments-Min |
Pro
Forma Combined |
EUR Transaction Accounting Adjustments-Max |
Pro
Forma Combined |
||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 102,476,578 | $ | 204,162,127 | $ | 306,638,705 | $ | - | $ | 306,638,705 | $ | - | $ | 306,638,705 | ||||||||||||||||
| Trade and other receivables | 1,206,085 |
1,284,358 | 2,490,443 | - | 2,490,443 | - | 2,490,443 | |||||||||||||||||||||||
| Prepaid expenses | 938,440 | 43,690 | 982,130 | - | 982,130 | - | 982,130 | |||||||||||||||||||||||
| Indemnification asset | - | 1,181,164 | 1,181,164 | - | 1,181,164 | - | 1,181,164 | |||||||||||||||||||||||
| Short term loans receivable | - | 6,621,899 | 6,621,899 | (5,667,442 | ) | D | 954,457 | (5,667,442 | ) | D | 954,457 | |||||||||||||||||||
| Derivative asset | - | 4,583,779 | 4,583,779 | - | 4,583,779 | - | 4,583,779 | |||||||||||||||||||||||
| Total current assets | 104,621,103 | 217,877,017 | 322,498,120 | (5,667,442 | ) | 316,830,678 | (5,667,442 | ) | 316,830,678 | |||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||
| Restricted cash and other deposits | 15,359,960 | 39,237 | 15,399,197 | - | 15,399,197 | - | 15,399,197 | |||||||||||||||||||||||
| Property and plant and equipment, net | 16,755,765 | 1,019 | 16,756,784 | - | 16,756,784 | - | 16,756,784 | |||||||||||||||||||||||
| Inventory, net | 15,800,000 | - | 15,800,000 | - | 15,800,000 | - | 15,800,000 | |||||||||||||||||||||||
| Deferred exploration and evaluation expenditure | 343,957,052 | - | 343,957,052 | - | 343,957,052 | - | 343,957,052 | |||||||||||||||||||||||
| Investment in joint venture | 7,423,067 | - | 7,423,067 | - | 7,423,067 | - | 7,423,067 | |||||||||||||||||||||||
| Listed and unlisted investments | - | 21,782,165 | 21,782,165 | - | 21,782,165 | - | 21,782,165 | |||||||||||||||||||||||
| Investment in associate | - | 31,328,480 | 31,328,480 | - | 31,328,480 | - | 31,328,480 | |||||||||||||||||||||||
| Investment in associate -Tanbreez | - | 7,177,119 | 7,177,119 | 16,892,021 | A | - | 16,892,021 | A | - | |||||||||||||||||||||
| (24,069,140 | ) | C | (24,069,140 | ) | C | |||||||||||||||||||||||||
| Investment in associate -CRML | - | 466,444,026 | 466,444,026 | 262,137,382 | A | - | (102,153,322 | ) | A | - | ||||||||||||||||||||
| (728,581,408 | ) | B | (364,290,704 | ) | B | |||||||||||||||||||||||||
| Right of use asset | 11,502 | - | 11,502 | - | 11,502 | - | 11,502 | |||||||||||||||||||||||
| Long term loans receivable | - | 803,432 | 803,432 | (803,432 | ) | D | - | (803,432 | ) | D | - | |||||||||||||||||||
| Total non-current assets | 399,307,346 | 527,575,478 | 926,882,824 | (474,424,577 | ) | 452,458,247 | (474,424,577 | ) | 452,458,247 | |||||||||||||||||||||
| Total assets | $ | 503,928,449 | $ | 745,452,495 | $ | 1,249,380,944 | $ | (480,092,019 | ) | $ | 769,288,925 | $ | (480,092,019 | ) | $ | 769,288,925 | ||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||||
| Trade and other payables | $ | 19,210,789 | 2,136,546 | 21,347,335 | - | 21,347,335 | - | 21,347,335 | ||||||||||||||||||||||
| Provisions | 106,392 | - | 106,392 | - | 106,392 | - | 106,392 | |||||||||||||||||||||||
| Lease liability | 6,244 | 1,315 | 7,559 | - | 7,559 | - | 7,559 | |||||||||||||||||||||||
| Funding from related party | 5,671,129 | - | 5,671,129 | (5,671,129 | ) | D | - | (5,671,129 | ) | D | - | |||||||||||||||||||
| Warrants liability | 95,067,012 | - | 95,067,012 | - | 95,067,012 | - | 95,067,012 | |||||||||||||||||||||||
| Total current liabilities | 120,061,566 | 2,137,861 | 122,199,427 | (5,671,129 | ) | 116,528,298 | (5,671,129 | ) | 116,528,298 | |||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||||
| Funding from related party | 803,955 | - | 803,955 | (803,955 | ) | D | - | (803,955 | ) | D | - | |||||||||||||||||||
| Offtake prepayment | 15,000,000 | - | 15,000,000 | - | 15,000,000 | - | 15,000,000 | |||||||||||||||||||||||
| Lease liability | 7,614 | 460 | 8,074 | - | 8,074 | - | 8,074 | |||||||||||||||||||||||
| Deferred tax liability | - | 1,261,437 | 1,261,437 | - | 1,261,437 | - | 1,261,437 | |||||||||||||||||||||||
| Total non-current liabilities | 15,811,569 | 1,261,897 | 17,073,466 | (803,955 | ) | 16,269,511 | (803,955 | ) | 16,269,511 | |||||||||||||||||||||
| Total liabilities | 135,873,135 | 3,399,758 | 139,272,893 | (6,475,084 | ) | 132,797,809 | (6,475,084 | ) | 132,797,809 | |||||||||||||||||||||
| Net Assets | 368,055,314 | 742,052,737 | 1,110,108,051 | (473,616,935 | ) | 636,491,116 | (473,616,935 | ) | 636,491,116 | |||||||||||||||||||||
| EQUITY | ||||||||||||||||||||||||||||||
| Share capital | 629,774,711 | 66,474,147 | 696,248,858 | 954,607,993 | A | 1,650,856,851 | 635,836,974 | A | 1,332,085,832 | |||||||||||||||||||||
| Share premium | - | - | - | - | - | - | - | |||||||||||||||||||||||
| Unissued Capital | 45,734,183 | - | 45,734,183 | - | 45,734,183 | - | 45,734,183 | |||||||||||||||||||||||
| Treasury shares | - | - | - | (728,581,408 | ) | B | (728,581,408 | ) | (364,290,704 | ) | B | (364,290,704 | ) | |||||||||||||||||
| Reserves | 97,532,461 | (7,039,938 | ) | 90,492,523 | 7,039,938 | A | 97,536,671 | 7,039,938 | A | 97,536,671 | ||||||||||||||||||||
| 4,210 | D | 4,210 | D | |||||||||||||||||||||||||||
| Accumulated deficit | (429,055,181 | ) | 682,618,529 | 253,563,348 | (682,618,529 | ) | A | (429,055,181 | ) | (728,138,214 | ) | A | (474,574,866 | ) | ||||||||||||||||
| Non controlling interest | 24,069,140 | (1 | ) | 24,069,139 | 1 | A | - | 1 | A | - | ||||||||||||||||||||
| (24,069,140 | ) | C | (24,069,140 | ) | C | |||||||||||||||||||||||||
| Total equity | $ | 368,055,314 | $ | 742,052,737 | $ | 1,110,108,051 | $ | (473,616,935 | ) | $ | 636,491,116 | $ | (473,616,935 | ) | $ | 636,491,116 | ||||||||||||||
| 4 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED JUNE 30, 2026
| CRML (Historical) | EUR (Historical) | Tanbreez (July 1, 2025 through April 29, 2026) | Combined before adjustments | EUR Transaction Accounting Adjustments -Min | Pro Forma Combined | EUR Transaction Accounting Adjustments -Max | Pro Forma Combined | |||||||||||||||||||||||||||||
| Other income | $ | 1,888,145 | 5,365,024 | 4,982 | 7,258,151 | - | 7,258,151 | - | 7,258,151 | |||||||||||||||||||||||||||
| Fair value gain | - | 4,508,212 | 4,508,212 | - | 4,508,212 | - | 4,508,212 | |||||||||||||||||||||||||||||
| Foreign exchange | 190,100 | (10,767,675 | ) | (2,143,745 | ) | (12,721,320 | ) | - | (12,721,320 | ) | - | (12,721,320 | ) | |||||||||||||||||||||||
| Salaries and wages | (42,169 | ) | (392,789 | ) | (10,874 | ) | (445,832 | ) | - | (445,832 | ) | - | (445,832 | ) | ||||||||||||||||||||||
| Consultants and professional services expenses | (10,618,428 | ) | (5,258,476 | ) | (120,576 | ) | (15,997,480 | ) | - | (15,997,480 | ) | - | (15,997,480 | ) | ||||||||||||||||||||||
| Travel and entertainment | (324,815 | ) | (188,597 | ) | (23,038 | ) | (536,450 | ) | - | (536,450 | ) | - | (536,450 | ) | ||||||||||||||||||||||
| Directors’ fees | (1,070,833 | ) | - | - | (1,070,833 | ) | - | (1,070,833 | ) | - | (1,070,833 | ) | ||||||||||||||||||||||||
| Merger expenses | (2,535,670 | ) | (829,954 | ) | - | (3,365,624 | ) | - | (3,365,624 | ) | - | (3,365,624 | ) | |||||||||||||||||||||||
| Listing expense | (15,500,000 | ) | - | - | (15,500,000 | ) | - | (15,500,000 | ) | - | (15,500,000 | ) | ||||||||||||||||||||||||
| Compliance and regulatory fees | (1,792,127 | ) | (576,525 | ) | (236,327 | ) | (2,604,979 | ) | - | (2,604,979 | ) | - | (2,604,979 | ) | ||||||||||||||||||||||
| Administration expenses | (380,269 | ) | (945,090 | ) | (4,480 | ) | (1,329,839 | ) | - | (1,329,839 | ) | - | (1,329,839 | ) | ||||||||||||||||||||||
| Promotion, IR and PR expenses | (1,468,606 | ) | (174,629 | ) | - | (1,643,235 | ) | - | (1,643,235 | ) | - | (1,643,235 | ) | |||||||||||||||||||||||
| Occupancy | - | (1,460 | ) | - | (1,460 | ) | - | (1,460 | ) | - | (1,460 | ) | ||||||||||||||||||||||||
| Insurance | (1,653,497 | ) | (122,932 | ) | - | (1,776,429 | ) | - | (1,776,429 | ) | - | (1,776,429 | ) | |||||||||||||||||||||||
| Finance costs | (14,986,995 | ) | (3,030,020 | ) | (30,383 | ) | (18,047,398 | ) | - | (18,047,398 | ) | - | (18,047,398 | ) | ||||||||||||||||||||||
| Depreciation expense | (19,443 | ) | (1,498 | ) | (12,378 | ) | (33,319 | ) | - | (33,319 | ) | - | (33,319 | ) | ||||||||||||||||||||||
| Share of net losses of JV accounted for using the equity method | (1,054,949 | ) | (87,638,533 | ) | - | (88,693,482 | ) | 87,638,533 | BB | - | 87,638,533 | BB | - | |||||||||||||||||||||||
| 1,054,949 | EE | 1,054,949 | EE | |||||||||||||||||||||||||||||||||
| Share of net losses of associate | (70,682 | ) | - | - | (70,682 | ) | - | (70,682 | ) | - | (70,682 | ) | ||||||||||||||||||||||||
| Depreciation expense – leased assets | (10,953 | ) | (17,634 | ) | - | (28,587 | ) | - | (28,587 | ) | - | (28,587 | ) | |||||||||||||||||||||||
| Impairment of investments in associate | (279,386 | ) | (110,521,982 | ) | - | (110,801,368 | ) | 110,521,982 | BB | (279,386 | ) | 110,521,982 | BB | (279,386 | ) | |||||||||||||||||||||
| Exploration expenditure expensed | (272,807 | ) | (124,702 | ) | - | (397,509 | ) | - | (397,509 | ) | - | (397,509 | ) | |||||||||||||||||||||||
| Loss on fair value of warrants | (120,872,053 | ) | - | - | (120,872,053 | ) | - | (120,872,053 | ) | - | (120,872,053 | ) | ||||||||||||||||||||||||
| Gain on Derecognition of Warrants | 10,918,539 | - | - | 10,918,539 | - | 10,918,539 | - | 10,918,539 | ||||||||||||||||||||||||||||
| Gain (Loss) on Extinguishment of Liability | (2,170,000 | ) | (69,924 | ) | - | (2,239,924 | ) | - | (2,239,924 | ) | - | (2,239,924 | ) | |||||||||||||||||||||||
| Net loss on disposals and deemed disposal of shares | - | (13,795,642 | ) | - | (13,795,642 | ) | 13,795,642 | BB | - | 13,795,642 | BB | - | ||||||||||||||||||||||||
| Gain on Deconsolidation of CRML | - | 864,396,188 | - | 864,396,188 | (864,396,188 | ) | BB | - | (864,396,188 | ) | BB | - | ||||||||||||||||||||||||
| Gain on Deconsolidation – Recycling of FX Translation Reserve | - | 1,749,399 | - | 1,749,399 | (1,749,399 | ) | BB | - | (1,749,399 | ) | BB | - | ||||||||||||||||||||||||
| CRML Expenses (pre-deconsolidation) | - | (10,641,602 | ) | - | (10,641,602 | ) | 10,641,602 | BB | - | 10,641,602 | BB | - | ||||||||||||||||||||||||
| Exploration Expenditure Impairment | - | (561,688 | ) | - | (561,688 | ) | - | (561,688 | ) | - | (561,688 | ) | ||||||||||||||||||||||||
| Share based payments to directors and management | (65,994,203 | ) | (7,190,330 | ) | - | (73,184,533 | ) | (35,664,210 | ) | CC | (101,658,413 | ) | (42,270,249 | ) | CC | (108,264,452 | ) | |||||||||||||||||||
| 7,190,330 | CC | 7,190,330 | CC | |||||||||||||||||||||||||||||||||
| Gain on fair value of financial assets through profit or loss | 8,190,534 | - | 8,190,534 | - | 8,190,534 | - | 8,190,534 | |||||||||||||||||||||||||||||
| Day 1 loss on acquisition | - | - | - | - | - | - | (45,519,685 | ) | DD | (45,519,685 | ) | |||||||||||||||||||||||||
| Impairment | - | 473,227 | - | 473,227 | - | 473,227 | - | 473,227 | ||||||||||||||||||||||||||||
| Other expenses | (122,668 | ) | 62,937 | (24,615 | ) | (84,346 | ) | - | (84,346 | ) | - | (84,346 | ) | |||||||||||||||||||||||
| Profit/(loss) before income tax | (228,243,769 | ) | 631,893,839 | (2,601,434 | ) | 401,048,636 | (670,966,759 | ) | (267,316,689 | ) | (723,092,483 | ) | (322,043,847 | ) | ||||||||||||||||||||||
| Income tax expense | - | (1,240,641 | ) | (1,240,641 | ) | (1,240,641 | ) | (1,240,641 | ) | |||||||||||||||||||||||||||
| Profit/(loss) after tax | (228,243,769 | ) | 630,653,198 | (2,601,434 | ) | 399,807,995 | (670,966,759 | ) | (268,557,330 | ) | (723,092,483 | ) | (323,284,488 | ) | ||||||||||||||||||||||
| Net income (loss) attributed to non-controlling interest | (44,259 | ) | (4,378,424 | ) | (4,422,683 | ) | 4,422,683.00 | AA | - | 4,422,683 | AA | - | ||||||||||||||||||||||||
| Net income (loss) attributed to CRML | $ | (228,199,510 | ) | 635,031,622 | (2,601,434 | ) | 404,230,678 | (675,389,442 | ) | (268,557,330 | ) | (727,515,166 | ) | (323,284,488 | ) | |||||||||||||||||||||
| Other comprehensive income, net of income tax | ||||||||||||||||||||||||||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | (9,082,726 | ) | (36,150,801 | ) | (45,233,527 | ) | - | (45,233,527 | ) | - | (45,233,527 | ) | ||||||||||||||||||||||||
| Other comprehensive (loss)/profit for the period, net of income tax | (9,082,726 | ) | (36,150,801 | ) | - | (45,233,527 | ) | - | (45,233,527 | ) | - | (45,233,527 | ) | |||||||||||||||||||||||
| Total comprehensive (loss)/profit for the period | $ | (237,326,495 | ) | 594,502,397 | (2,601,434 | ) | 354,574,468 | (670,966,759 | ) | (313,790,857 | ) | (723,092,483 | ) | (368,518,015 | ) | |||||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 127,218,426 | 167,362,052 | ||||||||||||||||||||||||||||||||||
| Pro forma earnings per share - basic and diluted | $ | (2.11 | ) | $ | (1.93 | ) | ||||||||||||||||||||||||||||||
| 5 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Description of the Business Combination
On May 18, 2026, the Company entered into a binding Scheme Implementation Deed (“SID”) 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 which is scheduled to occur on October 22, 2026. The EUR Transaction is expected to be completed in November 2026.
On July 3, 2026, the Company entered into a deed to amend the SID with the principal changes being:
| ● | EUR Shareholders and EUR Optionholders holding 50,000 or fewer EUR Shares or EUR Options (as applicable) on the record date will be given the option to participate in a sale facility whereby the CRML shares they would otherwise be entitled to under the Schemes will be sold on market by a sale agent and the EUR Shareholder or EUR Optionholder (as applicable) will instead receive the net sale proceeds of such sale; |
| ● | the CRML shares issued as Scheme consideration will be issued directly to EUR Shareholders and EUR Optionholders, rather than utilising a CHESS Depository Interest (CDI) structure as had been initially contemplated (and expressly reserved for further determination) under the terms of the May SID. |
On August 19, 2026, the Company entered into a second deed to amend the SID with the principal changes being the introduction of a floating Share Scheme Transaction Ratio, subject to a cap and collar, replacing the previous fixed ratio of 0.035 New CRML Shares for each EUR Share whereby:
| ● | the Share Scheme Transaction Ratio will be determined by reference to the Scheme VWAP, being the average daily VWAP of CRML Shares on NASDAQ over the 20 consecutive NASDAQ Trading Days ending on the second NASDAQ Trading Day before the Share Scheme Meeting; |
| ● | where the Scheme VWAP is at or below the Floor Price (US$8.00), the Maximum Share Scheme Transaction Ratio of 0.045 will apply; |
| ● | where the Scheme VWAP is at or above the Ceiling Price of US$16.00, the Minimum Share Scheme Transaction Ratio of 0.025 will apply; and |
| ● | where the Scheme VWAP is between US$8.00 and US$16.00, the Share Scheme Transaction Ratio will be calculated in accordance with the formula set out in the amended SID, with the ratio adjusting on a linear basis between 0.045 and 0.025. |
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 the remaining 7.5% minority interest held in Tanbreez a consolidated subsidiary of CRML, resulting in CRML holding a 100% ultimate ownership interest in Tanbreez and EUR.
Corporate Governance & Management
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.
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 June 30, 2026, gives pro forma effect to the EUR Transaction as if they had been consummated on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the fiscal year ended June 30, 2026, give pro forma effect to the transactions as if they had been consummated on July 1, 2025, the earliest period presented.
| 6 |
The historical financial statements of CRML, 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 EUR were originally reported using Australian Dollars (“AUD”) and have been translated into USD to conform to the reporting metrics of CRML:
The unaudited pro forma condensed combined financial information gives effect to the transaction under two potential consideration scenarios based on the exchange ratio range set forth in the SID:
| ● | Minimum Consideration Scenario (Exchange Ratio: 0.025): Assumes the minimum share consideration is issued using an exchange ratio of 0.025 of ordinary shares for each European Lithium share. Under this scenario, a total of approximately 50,449,132 net ordinary shares (which include 2,250,000 shares issued for replacement performance rights) will be issued, representing an aggregate equity consideration of $781.16 million (based on an assumed price per share of $16.00 which is the lowest share price at which the 0.025 exchange ratio becomes applicable, the 0.025 exchange ratio applies if the VWAP is $16 or more). |
| ● | Maximum Consideration Scenario (Exchange Ratio: 0.045): Assumes the maximum share consideration is issued using an exchange ratio of 0.045 of ordinary shares for each European Lithium share. Under this scenario, a total of approximately 90,592,758 net Ordinary Shares (which include 4,050,000 shares issued for replacement performance rights) will be issued, representing an aggregate equity consideration of $702.31 million (based on an assumed price per share of $8.00 which is the highest share price at which the 0.045 exchange ratio becomes applicable, the 0.045 exchange ratio applies if the VWAP is $8 or less ). |
The actual number of shares to be issued at closing will be determined based on the final exchange ratio specified in accordance with the SID upon consummation of the EUR Transaction.
On April 29, 2026, CRML completed the acquisition of a 50.5% ownership interest in Tanbreez Mining Greenland A/S (“Tanbreez”), which increased the CRML’s ownership in Tanbreez from 42% to 92.5%. The results of the operations of the CRML for the year ended June 30, 2026 included consolidation of the results of the operations of Tanbreez since April 29, 2026, as well as share of the losses of Tanbreez recorded under equity method of accounting for the period form July 1, 2025 to April 29, 2026 of $1,054,949. The amounts included in the column “Tanbreez (July 1, 2025 through April 29, 2026)” included in the pro-forma results of operations represent addition of results of the operations of Tanbreez for the period from July 1, 2025 through April 29, 2026.
The historical financial information has been adjusted to give pro forma effect to 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.
| 7 |
Note 3 — Accounting for the Asset Acquisitions
Basis of Consolidation and Control Assessment
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 (Under the minimum consideration scenario CRML is anticipated to hold approximately 67% and EUR 33% and under the maximum consideration scenario CRML is anticipated to hold approximately 53% and EUR 47%), 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, EUR is treated as the accounting acquiree.
Measurement Basis and Asset/Equity Recognition
In accordance with IFRS 2, the EUR 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.
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.
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 EUR 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. |
| 8 |
In connection with the EUR Transaction, certain outstanding share-based payment awards of the EUR held by employees/grantees are being exchanged for replacement share-based payment awards of CRML. Although IFRS 2 is the applicable basis of accounting for the EUR transaction IFRS 3 paragraph B56-B62 are applied by analogy only. In accordance with IFRS 3 Business Combinations (specifically paragraphs 56–58 and B56–B62), the market-based measure of the replacement awards is allocated between consideration transferred for the acquiree (pre-combination service) and post-combination remuneration expense. Although the EUR Transaction does not fall under the scope of IFRS 3, as this is an asset acquisition, the principles under IFRS 3 were used to determine the accounting approach for the share-based payments awards replaced.
The table below sets forth, under each consideration scenario, (i) the number of replacement instruments issued, (ii) the fair value/market-based measure of the original and replacement awards, including the valuation date and valuation source/methodology, (iii) the allocation between consideration transferred and post-acquisition expense, and (iv) the amount of any incremental fair value:
Min Consideration Scenario
| Tranche | Number of EUR performance rights | Fair value of original award at modification date (USD) | Number of CRML replacement awards | Fair
value of replacement (USD) | Amount allocated to consideration | Amount allocated to post-acquisition expense | Incremental value of the replacement awards | |||||||||||||||||||||
| A | 45,000,000 | 3,164,740 | 1,125,000 | 18,000,000 | 2,059,467 | 15,940,533 | 14,835,260 | |||||||||||||||||||||
| B | 45,000,000 | 6,103,881 | 1,125,000 | 18,000,000 | 2,077,405 | 15,922,595 | 11,896,119 | |||||||||||||||||||||
| C | 45,000,000 | 5,344,471 | 1,125,000 | 3,128,175 | 1,818,946 | 1,309,229 | (2,216,296 | ) | ||||||||||||||||||||
| D | 45,000,000 | 6,447,046 | 1,125,000 | 4,332,375 | 1,484,253 | 2,848,122 | (2,114,671 | ) | ||||||||||||||||||||
| E | 45,000,000 | 6,053,042 | 1,125,000 | 4,003,650 | 1,393,545 | 2,610,105 | (2,049,392 | ) | ||||||||||||||||||||
| F | 45,000,000 | 6,523,305 | 1,125,000 | 4,794,188 | 1,135,441 | 3,658,747 | (1,729,117 | ) | ||||||||||||||||||||
| Total | 270,000,000 | 33,636,485 | 6,750,000 | 52,258,388 | 9,969,057 | 42,289,331 | 18,621,903 | |||||||||||||||||||||
Max Consideration Scenario
| Tranche | Number of EUR performance rights | Fair value of original award at modification date (USD) | Number of CRML replacement awards | Fair
value of replacement (USD) | Amount allocated to consideration | Amount allocated to post-acquisition expense | Incremental value of the replacement awards | |||||||||||||||||||||
| A | 45,000,000 | 3,164,740 | 2,025,000 | 16,200,000 | 2,059,467 | 14,140,533 | 13,035,260 | |||||||||||||||||||||
| B | 45,000,000 | 6,103,881 | 2,025,000 | 16,200,000 | 2,077,405 | 14,122,595 | 10,096,119 | |||||||||||||||||||||
| C | 45,000,000 | 5,344,471 | 2,025,000 | 9,539,775 | 1,818,946 | 7,720,829 | 4,195,304 | |||||||||||||||||||||
| D | 45,000,000 | 6,447,046 | 2,025,000 | 10,616,265 | 1,484,253 | 9,132,012 | 4,169,219 | |||||||||||||||||||||
| E | 45,000,000 | 6,053,042 | 2,025,000 | 10,054,328 | 1,393,545 | 8,660,783 | 4,001,286 | |||||||||||||||||||||
| F | 45,000,000 | 6,523,305 | 2,025,000 | 10,830,105 | 1,135,441 | 9,694,664 | 4,306,800 | |||||||||||||||||||||
| Total | 270,000,000 | 33,636,485 | 12,150,000 | 73,440,473 | 9,969,057 | 63,471,416 | 39,803,988 | |||||||||||||||||||||
Purchase Price Allocation (PPA) – Min Consideration Scenario
The fair value of EUR’s identifiable net assets was determined as follows:
| (In shares) Minimum | EUR | |||
| EUR shares currently on issue | 1,726,231,616 | |||
| EUR listed options | 199,550,870 | |||
| EUR unlisted options | 2,182,787 | |||
| EUR performance rights | 90,000,000 | |||
| Total | 2,017,965,273 | |||
| Exchange ratio | 0.0250 | |||
| EUR shareholders to be issued shares in CRML | 50,449,132 | |||
| 9 |
| (In USD thousands) | Est
Fair Value |
|||
| Consideration: | ||||
| Shares issues 50,449,132 (1)(2) | $ | 781,155 | ||
| Total Consideration Paid | $ | 781,155 | ||
| Cash & Cash Equivalents | $ | 204,162 | ||
| Trade and other receivables | 1,284 | |||
| Prepaid expenses | 44 | |||
| Indemnification Assets | 1,181 | |||
| Short term loan receivables | 6,622 | |||
| Convertible note | 4,584 | |||
| Restricted cash and other deposits | 39 | |||
| Property Plant & Equipment | 1 | |||
| Listed and unlisted investments | 21,782 | |||
| Investment in associates | 31,329 | |||
| Investment in Tanbreez | 24,069 | |||
| Investment in CRML | 728,581 | |||
| Long term loan receivable | 804 | |||
| Total Assets Acquired | 1,024,482 | |||
| Liabilities Assumed | (3,400 | ) | ||
| Net Assets Acquired | $ | 1,021,082 | ||
| Difference allocated to share capital | $ | 239,927 | ||
| (1) | Includes 48,199,132 shares valued at $16.00 based on the assumed price per share of $16.00 which is the lowest share price at which the 0.025 exchange ratio becomes applicable for estimated fair value of $771,186,109. |
| (2) | Includes the portion of replacement rights that is part of the consideration. The portion of the replacement rights that is part of the consideration is determined based on the fair value of the original grant at acquisition date and the services provided up till acquisition date which is valued at $9,969,057. |
Under the minimum consideration scenario, the fair value of net assets exceeds the fair value of consideration by $239,926,974. IFRS 2 does not address the accounting for this scenario. However, under IFRS 9 Financial Instruments, financial assets must be recognized at their fair values on initial recognition. Normally, any day 1 losses for financial assets with quoted prices are recognized in profit or loss immediately. However, a significant portion of the assets acquired being 71% of the assets being acquired is CRML’s own shares, the excess of fair value of net assets acquired have been recognized in equity.
| 10 |
Purchase Price Allocation (PPA) – Max Consideration Scenario
The fair value of EUR’s identifiable net assets was determined as follows:
| (In shares) Maximum | EUR | |||
| EUR shares currently on issue | 1,726,231,616 | |||
| EUR listed options | 194,797,880 | |||
| EUR unlisted options | 2,142,904 | |||
| EUR performance rights | 90,000,000 | |||
| Total | 2,013,172,400 | |||
| Exchange ratio | 0.0450 | |||
| EUR shareholders to be issued shares in CRML | 90,592,758 | |||
| (In USD thousands) | Est Fair Value | |||
| Consideration: | ||||
| Shares issues 90,592,758 (1)(2) | $ | 702,311 | ||
| Total Consideration Paid | $ | 702,311 | ||
| Cash & Cash Equivalents | $ | 204,162 | ||
| Trade and other receivables | 1,284 | |||
| Prepaid expenses | 44 | |||
| Indemnification Assets | 1,181 | |||
| Short term loan receivables | 6,622 | |||
| Convertible note | 4,584 | |||
| Restricted cash and other deposits | 39 | |||
| Property Plant & Equipment | 1 | |||
| Listed and unlisted investments | 21,782 | |||
| Investment in associates | 31,329 | |||
| Investment in Tanbreez | 24,069 | |||
| Investment in CRML | 364,291 | |||
| Long term loan receivable | 804 | |||
| Total Assets Acquired | 660,192 | |||
| Liabilities Assumed | (3,400 | ) | ||
| Net Assets Acquired | $ | 656,792 | ||
| Difference recognized as day 1 loss | $ | (45,519 | ) | |
| (1) | Includes 86,542,758 shares valued at $8.00 based on the assumed price per share of $8.00 which is the highest share price at which the 0.045 exchange ratio becomes applicable for estimated fair value of $692,342,064. |
| (2) | Includes the portion of replacement rights that is part of the consideration. The portion of the replacement rights that is part of the consideration is determined based on the fair value of the original grant at acquisition date and the services provided up till acquisition date which is valued at $9,969,057. |
Under the maximum consideration scenario, the fair value of consideration exceeds the fair value of net assets by $45,519,685.
The difference between the total consideration paid less the net assets acquired is recognized in profit or loss in accordance with IFRS 2.13A.
| 11 |
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 June 30, 2026 (in thousands) | IFRS before conversion (in AUD) | AUD to USD Exchange Rate as of June 30, 2026 | IFRS after conversion to (in USD) | |||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 296,295 | 0.68905 | $ | 204,162 | |||||||
| Trade and other receivable | 1,864 | 0.68905 | 1,284 | |||||||||
| Prepaid expenses | 64 | 0.68905 | 44 | |||||||||
| Indemnification assets | 1,714 | 0.68905 | 1,181 | |||||||||
| Short Term Loans Receivable | 9,610 | 0.68905 | 6,622 | |||||||||
| Derivative asset | 6,652 | 0.68905 | 4,584 | |||||||||
| Total current assets | 316,199 | 0.68905 | 217,877 | |||||||||
| Listed and unlisted investments | 31,612 | 0.68905 | 21,782 | |||||||||
| Investment in associate | 45,466 | 0.68905 | 31,328 | |||||||||
| Investment in Tanbreez | 10,416 | 0.68905 | 7,177 | |||||||||
| Investment in CRML | 676,938 | 0.68905 | 466,444 | |||||||||
| Property, plant and equipment | 1 | 0.68905 | 1 | |||||||||
| Restricted cash and other deposits | 57 | 0.68905 | 39 | |||||||||
| Long-term loans receivable | 1,166 | 0.68905 | 804 | |||||||||
| Total assets | $ | 1,081,855 | $ | 745,452 | ||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | $ | 3,101 | 0.68905 | $ | 2,137 | |||||||
| Lease liability | 2 | 0.68905 | 1 | |||||||||
| Total current liabilities | 3,103 | 0.68905 | 2,138 | |||||||||
| Long term lease liability | 1 | 0.68905 | 1 | |||||||||
| Deferred tax liability | 1,830 | 0.68905 | 1,261 | |||||||||
| Total liabilities | 4,934 | 0.68905 | 3,400 | |||||||||
| Net assets | $ | 1,076,921 | $ | 742,052 | ||||||||
| EQUITY | ||||||||||||
| Share capital | 104,839 | 66,474 | ||||||||||
| Reserves | (22,284 | ) | (7,040 | ) | ||||||||
| Noncontrolling interest | (1 | ) | (1 | ) | ||||||||
| Retained earnings | 994,367 | 682,619 | ||||||||||
| Total equity | $ | 1,076,921 | $ | 742,052 | ||||||||
| 12 |
| For the Year Ended June 30, 2026 (in thousands) | IFRS before conversion (in AUD) |
AUD
to USD Average Exchange Rate for the year ended June 30, 2026 |
IFRS after conversion to (USD) |
|||||||||
| Other income | $ | 7,917 | 0.6777 | $ | 5,365 | |||||||
| Operating expenses | ||||||||||||
| Fair value gain | 6,652 | 0.6777 | 4,509 | |||||||||
| Net loss on disposals and deemed disposal of shares | (20,357 | ) | 0.6777 | (13,796 | ) | |||||||
| Gain on deconsolidation | 1,275,503 | 0.6777 | 864,396 | |||||||||
| Gain on deconsolidation - recycling of FX | 2,581 | 0.6777 | 1,749 | |||||||||
| Employee benefits expense | (580 | ) | 0.6777 | (393 | ) | |||||||
| Depreciation and amortization expense | (2 | ) | 0.6777 | (1 | ) | |||||||
| Depreciation and amortization expense – leased assets | (26 | ) | 0.6777 | (18 | ) | |||||||
| Finance expenses | (4,471 | ) | 0.6777 | (3,030 | ) | |||||||
| Exploration expenditure expensed | (184 | ) | 0.6777 | (125 | ) | |||||||
| Exploration expenditure impairment | (829 | ) | 0.6777 | (562 | ) | |||||||
| Consulting fees | (7,759 | ) | 0.6777 | (5,258 | ) | |||||||
| Travel expenses | (278 | ) | 0.6777 | (189 | ) | |||||||
| Regulatory and compliance costs | (851 | ) | 0.6777 | (577 | ) | |||||||
| Gain on fair value of financial assets through profit or loss | 12,086 | 0.6777 | 8,191 | |||||||||
| Share based payment expense | (10,610 | ) | 0.6777 | (7,190 | ) | |||||||
| Share of net losses of associate accounted for using the equity method | (129,319 | ) | 0.6777 | (87,639 | ) | |||||||
| Merger expenses | (1,225 | ) | 0.6777 | (830 | ) | |||||||
| Gain/(loss) on extinguishment of liability | (103 | ) | 0.6777 | (70 | ) | |||||||
| Foreign exchange gain/(loss) | (15,889 | ) | 0.6777 | (10,768 | ) | |||||||
| Administration expenses | (1,395 | ) | 0.6777 | (945 | ) | |||||||
| Promotion / IR / PR | (258 | ) | 0.6777 | (175 | ) | |||||||
| Insurance | (181 | ) | 0.6777 | (123 | ) | |||||||
| Impairment of convertible notes | 698 | 0.6777 | 473 | |||||||||
| Impairment of investment in associates | (163,086 | ) | 0.6777 | (110,522 | ) | |||||||
| Occupancy | (2 | ) | 0.6777 | (1 | ) | |||||||
| Share of CRML expenses for the period to deconsolidation | (15,703 | ) | 0.6777 | (10,642 | ) | |||||||
| Other expense | 93 | 0.6777 | 63 | |||||||||
| Profit/(loss) before income tax | 932,422 | 631,892 | ||||||||||
| Income tax expense | (1,831 | ) | 0.6777 | (1,241 | ) | |||||||
| Profit/(loss) after tax from continuing operations | $ | 930,591 | $ | 630,651 | ||||||||
| Other comprehensive loss | (53,344 | ) | 0.6777 | (36,151 | ) | |||||||
| Total comprehensive income | $ | 877,247 | $ | 594,500 | ||||||||
| 13 |
Note 5 — Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of June 30, 2026
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
EUR Transaction Accounting Adjustments
| A. | 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 June 30, 2026. The accounting mechanics and consolidation adjustments are applied as follows: |
Minimum Consideration
| ● | Equity Consideration: Initial share consideration consists of 50,449,132 ordinary shares (which include 2,250,000 shares issued for replacement performance rights) with an implied contract value of $781.16 million. IFRS 2 does not address the accounting for this scenario where the net assets acquired is greater than the fair value of the consideration paid. However, under IFRS 9 Financial Instruments, financial assets must be recognized at their fair values on initial recognition. Normally, any day 1 losses for financial assets with quoted prices are recognized in profit or loss immediately. However, a significant portion of the assets acquired being 71% of the assets being acquired is CRML’s own shares, the excess of fair value of net assets acquired have been recognized in equity. Consequently, the share capital credit was adjusted by $239.93 million to match the $1,021.08 million net asset valuation. |
| ● | 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 $66.47 million, Reserves of $7.04 million, and retained earnings of $682.62 million. 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. |
Maximum Consideration
| ● | Equity Consideration: Initial share consideration consists of 90,592,758 ordinary shares (which include 4,050,000 shares issued for replacement performance rights)with an implied contract value of $702.31 million. Because the fair value of the identifiable net assets acquired was determined to be $656.80 million, the transaction value was measured by reference to the fair value of the assets received in accordance with IFRS 2.13A. Consequently, the amount of $45.52 million was expensed as day 1 loss on acquisition. |
| ● | 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 $66.47 million, Reserves of $7.04 million, and retained earnings of $682.62 million. 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. |
| B. | 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. | |
| C. | 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). |
| D. | Reflects the elimination of intercompany loan balances between EUR, Tanbreez, and CRML, comprising a $5.67 million short-term receivable/payable and a $0.80 million long-term receivable/payable. The adjustment also includes the recognition of $4,210 in foreign exchange translation reserves resulting from currency translation differences between EUR (denominated/presented in AUD) and CRML (presented in USD). |
| 14 |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for Year Ended June 30, 2026
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
| EUR Transaction Accounting Adjustments |
| (AA) | To remove the impact of CRML non-controlling interest carried on EUR and Tanbreez non-controlling interest carried on CRML. |
| (BB) | To eliminate $643.55 million of historical net gains, representing gains on deconsolidating of $866.15 million (gain on deconsolidation – recycling of FX translation reserves of $1.75 million and gain on deconsolidation of CRML of $864.40 million), less losses and expenses of $222.60 million (historical equity-method share of loss of $87.6 million, investment impairments of $110.5 million, net loss on disposal of shares of $13.80 million, CRML expenses pre deconsolidation of $10.64 million). Following the EUR Transaction, CRML is fully consolidated into the financial results of the Combined Company. Accordingly, EUR’s historically recognized gains/losses, are eliminated to prevent double-counting of CRML’s historical operating losses, which are already directly included within CRML’s historical financial statements. |
| (CC) | To recognize share-based compensation related to the EUR performance rights replaced with CRML performance rights that vested immediately upon acquisition date, and the first 12 months of post-acquisition expense for Tranches C – F replacement warrants. To avoid double counting, the share-based payment expense of $7,190,330 recognized in EUR for these share-based payment awards have been reversed. |
Minimum consideration scenario
| Tranche | Issued | Date of issue | Condition | Original Vesting Period (Days) | Modified terms | FV of Replacement Awards US$ | Amount allocated to purchase consideration | Amount to be expensed in the first 12 months | ||||||||||||||||||
| A | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.50 before 31 December 2026 | 398 | Cancelled and replaced with 1,125,000 CRML ordinary shares vesting immediately upon acquisition date | 18,000,000 | 2,059,467 | 15,940,533 | ||||||||||||||||||
| B | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.60 before 31 December 2027 | 761 | Cancelled and replaced with 1,125,000 CRML ordinary shares vesting immediately upon acquisition date | 18,000,000 | 2,077,405 | 15,922,595 | ||||||||||||||||||
| C | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.70 before 31 December 2027 | 761 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US$13.386before 31 December 2027 | 3,128,175 | 1,818,946 | 833,146 | ||||||||||||||||||
| D | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.80 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$15.298 before 31 December 2028 | 4,332,375 | 1,484,253 | 1,051,715 | ||||||||||||||||||
| E | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.90 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$17.210 before 31 December 2028 | 4,003,650 | 1,393,545 | 963,823 | ||||||||||||||||||
| F | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $1.00 before 31 December 2029 | 1,488 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US $19.123 before 31 December 2029 | 4,794,188 | 1,135,441 | 952,398 | ||||||||||||||||||
| Total | 270,000,000 | 52,258,388 | 9,969,057 | 35,664,210 | ||||||||||||||||||||||
| 15 |
Maximum consideration scenario
| Tranche | Issued | Date of issue | Condition | Original Vesting Period (Days) | Modified terms | FV
of Replacement Awards US$ |
Amount allocated to purchase consideration | Remaining
amount to be expensed in the first 12 months |
|||||||||||||||||||
| A | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.50 before 31 December 2026 | 398 | Cancelled and replaced with 2,025,000 CRML ordinary shares vesting immediately upon acquisition date | 16,200,000 | 2,059,467 | 14,140,533 | |||||||||||||||||||
| B | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.60 before 31 December 2027 | 761 | Cancelled and replaced with 2,025,000 CRML ordinary shares vesting immediately upon acquisition date | 16,200,000 | 2,077,405 | ` | 14,122,595 | ||||||||||||||||||
| C | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.70 before 31 December 2027 | 761 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US$13.386before 31 December 2027 | 9,539,775 | 1,818,946 | 4,913,255 | |||||||||||||||||||
| D | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.80 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$15.298 before 31 December 2028 | 10,616,265 | 1,484,253 | 3,372,142 | |||||||||||||||||||
| E | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.90 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$17.210 before 31 December 2028 | 10,054,328 | 1,393,545 | 3,198,133 | |||||||||||||||||||
| F | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $1.00 before 31 December 2029 | 1,488 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US $19.123 before 31 December 2029 | 10,830,105 | 1,135,441 | 2,523,591 | |||||||||||||||||||
| Total | 73,440,473 | 9,969,057 | 42,270,249 | ||||||||||||||||||||||||
| (DD) | To recognize day 1 loss on acquisition under the maximum consideration scenario as the fair value of the shares are estimated to be greater than the fair value of the net assets acquired of $45.52 million. |
| (EE) | To eliminate the share of the losses of Tanbreez recorded by the European Lithium under equity method of accounting for the year ended June 30, 2026 as column “Tanbreez” in the pro formas includes the additional operation for the period from July 1, 2026 through April 29, 2026. |
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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 EUR Transaction, net of the CRML shares held by EUR which are treasury shares, assuming the net shares were outstanding since July 1, 2025. The impact of the EUR Transaction 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 EUR Transaction have been outstanding for the entire period presented.
The following table sets out the share ownership of CRML following the issuance of shares as the estimated issuance of shares under the minimum consideration and maximum consideration of 50,449,132 share and 90,592,758 share, respectively, for the EUR Transaction on a pro forma basis: (for the year ended June 30, 2026)
| Net loss per share | Year Ended June 30, 2026 (Minimum) | Year Ended June 30, 2026 (Maximum) | ||||||
| Net loss attributed to CRML | $ | (271,158,764 | ) | $ | (323,284,488 | ) | ||
| Weighted average shares outstanding – Pro forma basic and diluted | 127,218,426 | 167,362,052 | ||||||
| Net loss per share – Basic | $ | (2.13 | ) | $ | (1.93 | ) | ||
| Net loss per share - Diluted | $ | (2.13 | ) | $ | (1.93 | ) | ||
| Weighted Average Shares Outstanding | Year Ended June 30, 2026 (Minimum) |
Year Ended June 30, 2026 (Maximum) |
||||||
| Historical weighted average shares for the year ended June 30, 2026 | 122,305,632 | 122,305,632 | ||||||
| CRML shares held by EUR as treasury shares | (45,536,338 | ) | (45,536,338 | ) | ||||
| EUR shares issued | 50,449,132 | 90,592,758 | ||||||
| Pro-forma weighted average shares outstanding | 127,218,426 | 167,362,052 | ||||||
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