Update re Proposed Acquisition of DRC Project

Critical Metals plc / EPIC: CRTM / Market: Main Market / Sector: Closed End Investments

23 December 2021

Critical Metals plc

("Critical Metals" or the "Company")

Update re Proposed Acquisition of DRC Copper/Cobalt Project

Critical Metals plc, a mining investment company established to acquire mining opportunities in the critical and strategic metals sector, is pleased to provide an update on its proposed acquisition of a majority interest in the copper/cobalt project located within Small Scale Mining License PEPM 14784 in the Democratic Republic of Congo (the "Molulu Project") that was announced on 20 May 2021 (the "Proposed Acquisition").

Throughout the second half of 2021, the Board, alongside the Company's advisers, has been focussed on progressing the Proposed Acquisition, including completing the requisite due diligence, corporate structuring, and preparation of the documentation associated with the Proposed Acquisition and Reverse Takeover process under the FCA's Listing Rules.

The Board confirms that, despite delays, the Proposed Acquisition still represents an excellent opportunity to acquire a controlling interest in a highly prospective copper/cobalt project which has previously been in production and can be quickly brought back into operation to generate near-term free cashflow.

Process Update

The Proposed Acquisition is in a non-English speaking jurisdiction and is therefore inherently more time consuming and often complex in terms of understanding Mining Laws and legal frameworks written in French that cover the governance of agreements.  As such it is imperative that due diligence is completed thoroughly and the Board considers that additional time was, and is, needed to prepare several agreements according to the Laws of the DRC.

In addition, the Company has sought to establish a corporate structure for the enlarged group so as to optimize its tax position and ensure the unimpeded repatriation of any future dividends. This process has now been completed.

It is noted that, on 20 November 2021, DRC President Tshisekedi announced that the Ministry of Mines in the Democratic Republic of Congo (DRC) would conduct a mining license audit, which included a temporary ban on issuing and transferring mining permits until such audit is complete. In addition, the DRC Mining Code requires a company to offer a 10% free carry in any company that possess a mining exploitation license, and the DRC Government is assessing all companies holding mining licences as to compliance with this term.

These recent mining Governance rulings have been taken into consideration in relation to the Proposed Acquisition, requiring the rewording of several agreements and consideration of transaction structure. This process began as soon as the announcement from the DRC President was released and is expected to be finished shortly.

The Company can also confirm that the PEPM 14784 mining license is current, not under threat of removal due to the new mining audit decree, and all government taxes on the license have been paid.

The Board understands that shareholders are anxious for the Proposed Acquisition to complete and for the ordinary shares of the enlarged group (inclusive of new ordinary shares to be issued for funding requirements) to be readmitted to trading, and continues to work hard towards completing this objective whilst ensuring the Company is responsible corporate citizen that upholds the highest ESG standards as a guest in the DRC. The Board expects that the Proposed Acquisition can be completed in Q1 2022, setting up the Company to make significant operational progress within 2022.

As noted previously, all key advisers have been engaged and workstreams in relation to due diligence and application for readmission to trading on the Standard List, including the preparation of a Prospectus, are underway. A Competent Persons Report has been prepared in respect of the Molulu Project and the audit and conversion of the Madini Occidental Ltd accounts into an IFRS compliant format is progressing. It is expected that a draft Prospectus will be submitted to the FCA for review early in Q1 2022.

The Board also notes that the Company continues to assess further potential acquisition opportunities in the copper-cobalt, tantalum-tin, vanadium-titanium, and tantalum-niobium sectors in line with its stated strategy.

The Board looks forward to providing further updates in due course.

**ENDS**

For further information on the Company please visit www.criticalmetals.co.uk or contact:

About Critical Metals

Critical Metals was formed as an investment company and intends to make equity investments into operators or near-term production operators within the natural resources development and production sector in the continent of Africa. It is envisaged that such acquisition or acquisitions will trigger a reverse takeover in accordance with the listing rules. The Company intends to search initially for acquisition opportunities in the natural resources sector on known deposits and more specifically minerals that are perceived to have strategic importance to future economic growth. Commodities such as antimony, beryllium, cobalt, copper, fluorspar, gold, rare earth elements, tin, tungsten, titanium, and vanadium have been identified by several governments as "critical minerals" and so guaranteeing supplies is seen as a strategic necessity. The Company therefore believes that the market conditions for these minerals will remain strong in the short-to-long term.