$7 Million Capital Raise to Accelerate Exploration and Future Project Development

MTM Critical Metals Limited (ASX:MTM) (MTM or the Company) is pleased to announce that it has received exceptionally strong demand from institutional and professional investors pursuant to Section 708 of the Corporations Act 2001 (Cth) (Corporations Act) for a two tranche Placement to raise $5 million (before costs) through the issue of 62.5 million fully paid ordinary shares (New Shares) at an issue price of $0.08 per New Share. For every two (2) New Shares purchased in the Placement, one (1) free attaching option (Quoted Option) will be issued. The Quoted Options will be issued on the same terms and form part of the same class as the existing quoted options (ASX: MTMO) which have an exercise price of $0.25 and an expiry date of 26 November 2024.

• MTM has received firm commitments for a two tranche Placement of New Shares to raise $5 million (before costs).
• Non-renounceable Entitlement Offer to issue one (1) New Share for every four (4) Shares held to raise approximately $2 million (before costs).
• All bids were significantly scaled back due to strong demand and support from institutional investors.
• Directors of the Company to take up their full entitlement and bid for additional securities in the Placement.
• Proceeds from the first tranche of the Placement to be applied towards further exploration of existing REE focused tenements. Funds from second tranche of Placement and Entitlement offer to be allocated to exploration of new West Arunta and Mukinbudin tenements acquired in the Flash Metals acquisition and development of Flash Joule technology.
• Convertible Note exercise triggered with announcement of Capital Raise.

In conjunction with the Placement, the Company will carry out a non-renounceable pro-rata offer (Entitlement Offer) to Eligible Shareholders (defined below) to raise up to approximately $2 million (before costs) through the issue of one (1) New Share for every four (4) Shares held on the Record Date, at an issue price of $0.08 per New Share. The Entitlement Offer includes one (1) free attaching Quoted Option for every two (2) New Shares purchased in the Entitlement Offer. The Quoted Options will be the same as the existing quoted options (ASX: MTMO).

The Placement was strongly supported by new and existing professional and sophisticated investors and institutions, resulting in the scaling back of some bids. The offer price of $0.08 per share represents a discount of 3% to the 12-Day VWAP (being the period of time that elapsed from announcing the acquisition of Flash Metals on 19 December 2023).

Commenting on the capital raise offers, Managing Director, Lachlan Reynolds said:

“We are very pleased with the strong level of demand for the Placement which has validated our recently announced acquisition of Flash Metals Pty Ltd (Flash), which includes 3 granted tenements in the West Arunta region adjacent to ground held by WA1 Resources Ltd (ASX:WA1) and Encounter Resources Ltd (ASX:ENR) and 2 granted exploration licenses in Mukinbudin which have potential for Niobium and Rare Earth Elements (REE’s). Flash also holds an option to exclusively negotiate the rights to Flash Joule Heating technology developed by Rice University in Houston, USA which has demonstrated the potential to treat REE mineralisation and more efficiently recover critical metals from critical metal-rich recycling and waste streams.

On the back of the strong demand for the New Shares and free attaching Quoted Options offered in the Placement, we are pleased to be able to offer New Shares to existing shareholders on the same terms as the Placement through a non-renounceable rights issue. The Company intends to make available the shortfall from the Entitlement Offer to certain investors who were scaled back in the Placement.

Proceeds from the capital raise will allow the Company to carry out exploration of its new and existing tenements and invest in the advancement of the Flash Joule technology.”

Placement details

The Placement will be undertaken in two-tranches for up to 62.5 million New Shares to professional and sophisticated investors pursuant to s 708 of the Corporations Act at $0.08 per New Share to raise up to $5.0 million (before costs).

• Tranche 1 Placement: unconditional placement of up to 19.9 million New Shares (Tranche 1 Placement Shares) under the Company’s existing placement capacity available under ASX Listing Rule 7.1 and 7.1A in the amounts of 14,915,562 and 9,943,708 respectively, at $0.08 per New Share to raise $1.59 million (before costs);
• Tranche 2 Placement: conditional placement of up to 42.6 million New Shares (Tranche 2 Placement Shares) at $0.08 per New Share to raise $3.41 million (before costs), subject to shareholder approval; and
• Tranche 1 and 2 Placement Options: conditional placement of up to 31.25 million Quoted Options (ASX: MTMO) with an exercise price of $0.25 and an expiry date of 26 November 2024 (Placement Options), subject to shareholder approval.

The issue price of $0.08 per New Share represents a 30% discount to the last traded price of $0.115 on

9 January 2024 and a 26% discount to the 5-Day VWAP ($0.109). The Board based the pricing of the New Shares on the 12-Day VWAP ($0.083) being the number of trading days between the date of announcing the Flash acquisition on 19 December 2023 and the last day that the Shares traded on 9 January 2024.

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