Ann: Cancellation of Options, page-8

Maybe it has something to do with the fact that they have agreed not to sell the approx. 80 percent shares of Critical Metals for 180 days ....because otherwise the share price would plummet even further ....under 1 dollar.

02.05.25

https://criticalmetalscorp.gcs-web.com/news-events/news-releases

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Issuance of Shares to Rimbal in Connection with Tanbreez Acquisition

Critical Metals Corp recently issued 5,000,000 ordinary shares to Rimbal Pty Ltd. (“Rimbal”) pursuant the make-whole provision contained in Section 8

of the Amended and Restated Heads of Agreement, dated as of July 19, 2024 (the “Heads of Agreement”), between Critical Metals Corp and Rimbal,

which is the agreement that sets forth the terms by which Critical Met
als Corp will acquire the Tanbreez project. The Heads of Agreement was

originally filed with the SEC on a Form 6-K filed on July 25, 2024. The shares are subject to customary registration rights in favor of Rimbal.

The issuance of the shares described above does not affect Critical Metals Corp’s ability to acquire an additional 50.5% equity interest in Tanbreez

under the Heads of Agreement. Under the terms of the Heads of Agreement, once Critical Metals Corp invests $10 million in exploration expense in

Tanbreez prior to the end of 2025, it will have the option to acquire the additional 50.5% equity interest, which would bring Critical Metal Corp’s

aggregate ownership in Tanbreez to 92.5% at such time, by issuing additional ordinary shares to Rimbal having a value equal to $116 million at such

time.

Open Market Lockup Agreement with Major Shareholders

Critical Metals Corp has also recently signed an agreement with its two largest shareholders, European Lithium Limited (“European Lithium”) and

Rimbal, pursuant to which the two shareholders have agreed not to sell their shares for 180 days in ordinary brokerage or open-market transactions on

Nasdaq. The lockup agreement does not prohibit pledges, gifts or other transfers of shares, or sales by either shareholder in block trades or similar

privately negotiated transactions. Combined, European Lithium and Rimbal own approximately 81% of the issued capital of the Company as of May 1,

2025.

“This binding agreement further demonstrates the confidence that our two largest shareholders have in Critical Metals Corp and the long-term value

we expect to unlock,” continued Mr. Sage.