NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ('FCA') and not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares (the 'Shares') referred to in this announcement except on the basis of information contained in the prospectus (together with any supplementary prospectus, if relevant, the 'Prospectus'),  including any risk factors set out therein, published by Critical Metals Plc (the 'Company') in connection the proposed re-admission of such Shares to the Official List of the Financial Conduct Authority (the 'FCA') by way of a Standard Listing and to trading on the main market for listed securities of the London Stock Exchange plc (the 'LSE'). Copies of the Prospectus will shortly be available from the Company's registered office at 20 Primrose Street, London EC2A 2EW and on the Company's website at www.criticalmetals.co.uk

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

Critical Metals plc / EPIC: CRTM / Market: Main Market

6 September 2022

Critical Metals plc

("Critical Metals" or the "Company")

Approval and Publication of Prospectus

Critical Metals plc, a company established to acquire mining opportunities in the critical and strategic metals sector, is pleased to confirm that its Prospectus (the "Prospectus") in respect of the anticipated re-admission of its Ordinary Shares to trading on the standard segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange (together "Admission") has been approved by the FCA and published by the Company.

The Prospectus contains details of the proposed acquisition of a 57 per cent. interest in Madini Occidental Limited ("MO" or "Madini Occidental"), which holds an indirect 70 percent interest in the Molulu copper/cobalt project (the "Molulu Project") located within Small Scale Mining License ("SMEP") 14784 (the "Mining Licence") in the Democratic Republic of Congo ("DRC") (the "Acquisition").

It is expected that Admission and completion of the Acquisition will become effective and that dealings in the Company's Ordinary Shares will commence at 08:00 BST on 12 September 2022 under the symbol "CRTM". The Prospectus will shortly be available on the Company's website: www.criticalmetals.co.uk  and has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  

Overview

·    Agreed to acquire a controlling stake of 57 per cent. in Madini Occidental, which holds a 70 per cent. interest in the Molulu Project for consideration of US$750,000 plus a success fee of US$300,005 which has already been paid

·    The Molulu Project is an ex-producing medium-scale copper/cobalt asset in the Katangan Copperbelt, DRC, adjacent to producing mines and previously mined by artisanal miners from four pits

·    Critical Metals intends to commence production at the Molulu Project before the end of 2022 to provide near-term free cashflow. This includes a 30-day schedule to repair the mine roads and remobilise the camp following completion

·    Proximity to copper smelters provides selling channels for copper & cobalt production

·    Conditionally raised gross proceeds of £1,800,000 through a Placing of Ordinary Shares ("Placing Shares") at 20 pence per share (the "Placing"), with one 40 pence warrant attached to each Placing Share, exercisable for 12 months from Admission

·    The net Placing proceeds together with the Company's existing cash resources will be used for drilling, mine site upgrades and general working capital purposes

·    The Directors believe the Molulu Project has the potential to become an efficient copper and cobalt producing operation and intend to complete various exploration work and technical studies required to assess its technical and economic viability in conjunction with bringing the Molulu Project into production at the earliest opportunity

Copper/Cobalt Market

·    Copper is a key commodity required for the global transition to Net Zero, used in wind turbines, electric vehicles, telecommunications and construction sectors

·    The copper price has increased from US$2.14/lb to a current price of around $3.70/lb since 2016 - driven by global economic growth, increasing infrastructure investment and global supply-side deficit and has been forecast by Goldman Sachs to reach US$15,000/ton, or $6.80/lb by 2025

·    The DRC is world's fourth largest producer copper producing 1.6 million metric tonnes in 2020 and supplies 60% of world's cobalt 

·    Cobalt is used across commercial, industrial, and military applications but has risen in importance due to its role in the production of rechargeable batteries to power electric vehicles and energy storage from solar, wind and renewable energy sources

·    Cobalt is also a key component of building nuclear power plants, a resurging industry in the global renewable power generation sector

·    Cobalt prices are currently around $23/lb, averaging $25/lb over last five years; demand is forecast to increase more than twentyfold by 2040, according to the International Energy Agency

Company Strategy and Rationale for Re-admission

·    The Directors believe the Acquisition has the potential to generate significant value for shareholders and is in line with its stated acquisition strategy

·    The Acquisition fits in with the Company's strategy of focusing primarily on known deposits, targeting projects with low entry costs and potential to generate short-term cash flow

·    The Molulu Project has been under-developed due to a lack of investment

·    The Project's proximity to copper smelters in Lubumbashi and Likasi will provide processing and/or selling channels for copper and cobalt production and therefore generate near term cashflow from any production from the Project

Russell S. Fryer, Chief Executive Officer of Critical Metals, commented:

"I am delighted to be updating shareholders on our acquisition of an interest in the Molulu Project. This represents a tremendous opportunity to take advantage of the growing demand for critical minerals and delivers upon our stated strategies.

"The Democratic Republic of Congo is a country with which the Board is familiar and the 4^th largest copper producers in the world. This puts us in an advantageous position given the demands for copper, as a 'critical metal', are ever increasing. Despite the price for copper softening in recent months due to recent global events, what remains clear is how much the world needs copper, as the highly conductive metal is a key component of industrial infrastructure and electric vehicles. In addition, cobalt is highly sought-after by both the aerospace industry and the rechargeable power unit sector. 

"As an ex-producing asset in the Katangan Copperbelt, we anticipate the Molulu Project being brought into production again before the end of the year and generate cash flow quickly to fund operations going forward. The proximity to copper smelters will also provide processing and selling channels, negating the requirement for extensive capex to process materials.

"I am truly excited about the future of Critical Metals, and whilst we will, in the near term, focus on bringing the Molulu Project into production and proving its resource potential, in the longer term the Directors will also consider other opportunities for acquisitions in the critical metals space.  I look forward to providing shareholders with regular updates as we progress to production."

**ENDS**

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