Critical Metals Corp.

1. Initial Investment of US$5,000,000 to acquire a 5.55% equity interest in Tanbreez 2. Stage 1 interest - Issue of US$90,000,000 of shares in CRML to acquire a 36.45% equity interest in Tanbreez. On July 23, 2024, in exchange for the 36.45% interest in Tanbreez described above, the Company issued approximately 8.4 million ordinary shares to Rimbal.

Under the terms of the HOA, if the closing price of CRML shares upon expiration of the lock up period, being 28 February 2025, was less than the issue price of shares issued under the Stage 1 interest, then CRML was required to issue to the seller an additional number of shares equal to the difference between the Stage 1 interest in shares and the value of these shares at the end of the lock up period, provided however that this number of shares does not exceed 5,000,000 shares. On 28 April 2025, CRML issued Rimbal an additional 5,000,000 shares at an issue price of $1.37 per share equating to a deemed value of $6,850,000 (note 22).

3. Stage 2 interest - Issue 14,500,000 ordinary shares to acquire a 50.5% equity interest in Tanbreez. On 29 April 2026, the Company completed the issue of Stage 2 interest through the issue of 14,500,000 shares to Rimbal. Consequently, the Company consolidates its interest in Tanbreez from this date and transferred its investment in joint venture to the underlying assets and liabilities recognized at this date (note 31). On 26 October 2022, EUR announced that it had entered into a business combination agreement with Sizzle, pursuant to which EUR would sell its subsidiaries that held the Wolfsberg Lithium Project and certain other mineral permits prospective for lithium in Austria in consideration for the issuance of shares in the Company. The Transaction was approved by EUR shareholders on 20 January 2023, and Sizzle shareholders approved the Transaction at a special meeting on 22 February 2024. CRML commenced trading on Nasdaq on 28 February 2024. EUR has provided funding to CRML to cover certain operational expenses since closing of the Transaction. Included in the balance is an amount of $290,223 which relates to the share based payment expense for the issue of 150,000 RSU's and 180,000 PVO's to Geosan Consulting which is an entity formally engaged by EUR for the provision of technical consulting services. As of 30 June 2026, a total of $5,671,129 is repayable to EUR. The funds advanced are repayable on demand. During the year ended 30 June 2026, the following shares were issued: ◾ 500,000 shares to Mathew August for the provision of marketing related services to the Company comprising:

o 100,000 shares issued on 22 October 2025. The fair value of these shares on the issue date was $15.05 which resulted in a loss in the extinguishment of liabilities of $326,000 o 400,000 shares issued on 2 February 2026. The fair value of these shares on the issue date was $12.59 which resulted in a loss in the extinguishment of liabilities of $1,844,000 ◾ 14,030,301 shares to participants in the PIPE raising funds of $110,004,980 (before expenses) ◾ 4,153,686 shares to GEM in respect to the GEM settlement (note 16) ◾ 2,535,000 shares issued upon the vesting of RSU's ◾ On 16 December 2025, the Company issued 2,000,000 ordinary shares for the acquisition of ultra-high-grade copper powder inventory. Due to the highly specialised nature of the inventory and the fact that there is no observable market for ultra-high-grade copper powder and significant variations in pricing based on known market transactions, the Company has determined the cost of the inventory based on the fair value of the shares issued to the seller. Consequently, the cost of the ultra-high-grade copper powder is $15,800,000 being 2,000,000 shares at $7.90 per share, being the fair value of the shares as at the date of acquisition (note 6) ◾ 14,500,000 shares issued upon the stage 2 acquisition of Tanbreez (note 31) ◾ 150,262 shares issued upon the 70% acquisition of 60 North Greenland ApS acquisition (note 32) ◾ 3,337,709 shares upon the exercise of options comprising

o 3,315,000 shares upon the exercise of 3,315,000 unlisted warrants ($7.00 each expiring 7 February 2029) o 12,709 shares upon the exercise of 12,709 listed warrants ($11.50 each expiring 27 February 2029) o 10,000 shares upon the exercise of 10,000 unlisted warrants ($7.00 each expiring 6 October 2031) ◾ 873,942 shares upon the exercise of options utilising the cashless facility comprising: o 38,468 shares issued upon the exercise of 50,100 warrants ($7.00 each expiring 7 February 2029) o 835,474 shares issued upon the exercise of 1,000,000 warrants ($5.00 each expiring 18 June 2029)

Ordinary shares, par value $0.001 per share CRML The Nasdaq Stock Market LLC Warrants, each exercisable to purchase one ordinary share at an exercise price of $11.50 per share CRMLW The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS ABOUT THIS ANNUAL REPORT iii INDUSTRY AND MARKET DATA iii TRADEMARKS, TRADE NAMES AND SERVICE MARKS iii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS iv Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 A. [Reserved] 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 RISK FACTORS 3 Item 4. Information on the Company. 31 A. History and Development of the Company 31 B. Business Overview 31 BUSINESS 32 DESCRIPTION OF THE TANBREEZ PROJECT 37 DESCRIPTION OF THE WOLFSBERG PROJECT 47 C. Organizational Structure 61 D. Property, Plant and Equipment 61 Item 4A. Unresolved Staff Comments 61 Item 5. Operating and Financial Review and Prospects 61 A. Results of Operations 72 B. Liquidity and Capital Resources 76 C. Research and Development, Patents and Licenses, etc. 80 D. Trend Information 80 E. Critical Accounting Estimates 81 Item 6. Directors, Senior Management and Employees 84 A. Directors and Senior Management 84 B. Compensation of Directors and Executive Officers 86 C. Board Practices 87 D. Employees 89 E. Share Ownership 89 F. Disclosure of a registrant's action to recover erroneously awarded compensation. 89 Item 7. Major Shareholders and Related Party Transactions 90 A. Major Shareholders 90 B. Related Party Transactions 91 C. Interests of Experts and Counsel 92 Item 8. Financial Information 92 A. Consolidated Statements and Other Financial Information 92 B. Significant Changes 93 Item 9. The Offer and Listing 93 A. Offer and Listing Details 93 B. Plan of Distribution 93 C. Markets 93 D. Selling Shareholders 93 E. Dilution 93 F. Expenses of the Issue 93 Item 10. Additional Information 93 A. Share Capital 93 B. Memorandum and Articles of Association 93

C. Material Contracts 93 D. Exchange Controls 93 E. Taxation 93 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 94 MATERIAL BRITISH VIRGIN ISLANDS TAX CONSIDERATIONS 101 F. Dividends and Paying Agents 101 G. Statement by Experts 101 H. Documents on Display 101 I. Subsidiary Information 102 J. Annual Report to Security Holders 102 Item 11. Quantitative and Qualitative Disclosures About Market Risk 102 Item 12. Description of Securities Other than Equity Securities 102 Item 13. Defaults, Dividend Arrearages and Delinquencies 103 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 103 Item 15. Controls and Procedures 103 Item 16. [Reserved] 104 Item 16A. Audit Committee Financial Expert 104 Item 16B. Code of Ethics 104 Item. 16C. Principal Accounting Fees and Services 105 Item 16D. Exemptions from the Listing Standards for Audit Committees 105 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 105 Item 16F. Change in Registrant's Certifying Accountant 105 Item 16G. Corporate Governance 105 Item 16H. Mine Safety Disclosure 107 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 107 Item 16J. Insider Trading Policies 107 Item 16K. Disclosure Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, Cybersecurity. 107 Item 17. Financial Statements 108 Item 18. Financial Statements 108 Item 19. Exhibits 109 SIGNATURES 113 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains estimates and forward-looking statements, principally in the sections entitled Item 3.D. " Key Information-Risk Factors ,"Item 4." Information on the Company ,"and Item 5." Operating and Financial Review and Prospects." In some cases, these forward-looking statements can be identified by words or phrases such as "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "seek," "believe," "estimate," "predict," "potential," "continue," "contemplate," "possible" or similar words. Statements regarding our future results of operations and financial position, growth strategy and plans and objectives of management for future operations, including, among others, expansion in new and existing markets, are forward-looking statements. Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends which affect or may affect our business, operations and industry. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties, including without limitation those described under the sections in this Annual Report entitled Item 3.D. "Key Information-Risk Factors" and Item 5. "Operating and Financial Review and Prospects" and elsewhere in this Annual Report. Our estimates and forward-looking statements may be influenced by factors including: ● our future financial and business performance;

● the commercial success of mining projects under development, including the Tanbreez Project and the Wolfsberg Project;

● general economic conditions and conditions affecting the industries in which we operate;

● commodity prices of the rare earth minerals produced by our assets;

● competition in the mining industry, including risks associated with pricing pressures from and loss of market share to competitors with greater resources than we have and increasing competition as a result of consolidation in the industry;

● acquisitions, expansion projects and other plans and opportunities;

● our ability to make, consummate and integrate acquisitions of assets or businesses and realize the benefits or effects of any acquisitions or the timing, final purchase price or consummation of any acquisitions;

● our ability to execute our business strategies;

● our ability to obtain capital or financing needed for our operations;

● the availability of transportation and processing facilities;

● trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, which may have varying effects on commodity prices; and

● the other matters described in the section entitled Item 3.D. "Key Information-Risk Factors" beginning on page 1.

Many important factors, in addition to the factors described above and in other sections of this Annual Report, could adversely and materially impact our business and financial performance. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from estimates or forward-looking statements. We qualify all of our estimates and forward-looking statements by these cautionary statements. The estimates and forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report. Except as required by applicable law, we undertake no obligation to publicly update or revise any estimates or forward-looking statements whether as a result of new information, future events or otherwise, or to reflect the occurrence of unanticipated events.

Part I Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. [Reserved]

Not applicable. C. Reasons for the Offer and Use of Proceeds

Summary of Certain Risk Factors You should consider all the information contained in this Annual Report, including the risk factors described under "Risk Factors" beginning on page 3. Such risks include, but are not limited to: ● Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital to meet our obligations in the near term.

● We intend to seek to raise funds through equity or debt financing transactions, and we may also pursue joint ventures, production sharing arrangements or other transactions. We may also pursue grants or facilities under the Defense Production Act, as well as financing opportunities from the U.S Export-Import Bank ("U.S. Ex-Im"), which includes but is not limited to loans in direct support of the recently created Supply Chain Resiliency Initiative and/or under the Make More in America rubric, and the European Investment Bank, among other means. Any inability to raise additional capital may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. ● Our business operates in the mining exploration and evaluation industry. The Tanbreez Project and the Wolfsberg Project are each at the exploration and evaluation stage, and there are no guarantees that further development of these projects into mines will occur or that such development will result in the commercial extraction of mineral deposits. In addition, even if an economic mineral deposit is mined, we may not realize profits from our development activities in the short, medium or long term.

● Our long-term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from our activities.

● Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms. This may not occur or, should it occur, may not result in the appreciation of our share price similar to what other companies in our industry have experienced following the announcement of such agreements.

● Our possible future revenues will be mainly derived from the sale of minerals extracted from our Tanbreez and Wolfsberg projects, including a range of HREEs, lithium hydroxide, and their respective byproducts. Consequently, our success largely depends on long term market prices for HREEs, lithium and associated byproducts remaining higher than our realized costs on any future production.

● The industry in which we operate is subject to domestic and global competition. We have no influence or control over the activities or actions of our competitors, which activities or actions may negatively affect the operating and financial performance of our projects and business.

● The number of our ordinary shares to be issued in the Transaction is subject to a floating exchange ratio with a collar, and the resulting dilution to our existing shareholders cannot be determined with certainty until shortly before completion. ● If we complete our acquisition of EUR, we may fail to realize the anticipated benefits of the Transaction or may encounter significant difficulties integrating EUR's business, operations, and personnel with our own. ● We will be required to obtain government regulatory permits and approvals to conduct exploration and evaluation and subsequent development and mining operations, a process which is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted.

● If we fail to maintain effective internal control over financial reporting, the price of our ordinary shares may be adversely affected.

● We have concluded that there are material weaknesses in our internal control over financial reporting and we cannot assure you that additional material weaknesses will be identified in the future. These material weaknesses may not be timely remediated and general reputational harm could result or persist, which could affect our business, operations and financial condition. The failure to implement and maintain effective internal control over financial report