Ann: Placement and Rights Issue, page-8

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.

MTM Critical Metals Limited (ASX:MTM) (MTM or the Company) has executed binding

convertible note agreements (Convertible Note Agreement) with a syndicate of sophisticated

and institutional investors, for an investment in the Company of $1.0m (before costs).

The Convertible Note Agreement remains subject to and conditional upon shareholder

approval for the issue of a portion of the Securities that will be issued as part of the

conversion of the Notes. A general meeting of shareholders will be called and the notice of

meeting will contain further details in relation to the Securities that are the subject of

conversion of the Notes. The Convertible Note Agreements may convert into a maximum of

14,374,975 Shares without shareholder approval under Listing Rule 7.1.

All of the Notes will convert to equity in MTM at a price which will be 20% below the share

price that is set for the Company’s next capital raise. Further terms of the Convertible Note

Agreement are set out in the Appendix 1.