Corporate Governance

The Directors are responsible for carrying out the Company’s objectives, implementing its business strategy and overall supervision of the Company’s activities. Future acquisition, divestment and other strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance framework of the Company and will have overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

The Board will schedule quarterly meetings and will hold additional meetings as and when required. The expectation is that this will result in more than four meetings of the Board each year.

In order to implement its business strategy, the Company has adopted the corporate governance structure set out below.

The Company is not required to comply with the UK Corporate Governance Code, which is applicable to all companies whose securities are admitted to trading to the premium segment of the Official List. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company’s size and nature, to voluntarily adopt and comply with the main principles of the QCA Code. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them.

The provisions of the QCA Code that will be adopted on Admission are set out below. This will be reviewed and updated as appropriate.

Seek to understand and meet shareholder needs and expectations

The Company is committed to engaging and communication openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s Advisors in the first instance or the Company’s CEO. Contact details for the Company’s advisors are contained on the Company’s website page: Advisors

Copies of the annual and interim reports will be made available to all shareholders and copies downloaded from the Company website page: Corporate Documents

Other Company information for shareholders is also available on the website.

The Company also engages with shareholders at its AGM each year which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. The results of the AGM are subsequently announced via RNS and published on the Company’s website.

Establish a strategy and business model which promote long-term value for shareholders

The Company is focused on undertaking an acquisition or acquisitions of equity interests in target companies or businesses which will be deemed to trigger a reverse takeover in accordance with the Listing Rules (the “RTO”), within the natural resources development and production sector in the continent of Africa (the “Initial Acquisitions”).

Following the RTO the Company will also undertake all or some of the following: (i) invest in a portfolio of private debt facilities in companies or businesses (each a “Debt Interest” and together the “Debt Interests”) or (ii) undertake acquisitions of equity interests in target companies or businesses (each an “Acquisition” and together the “Acquisitions”) (the Debt Interests and Acquisitions together being the “Investments” and each an “Investment”). In the future an additional reverse takeover may be progressed by the Company if it is considered to further the strategy of investment for the benefit of the Shareholders.

The Company’s strategy is focused on the target mineral selection in the natural resources sector in Africa focused on the strategic or critical metals as defined by the United States Government Survey list in Open-File Report 2018-1021 and the Critical Raw Minerals as defined by the European Commission “Study on the review of the list of Critical Raw Materials” dated June 2017.

The Company has been formed to (i) undertake an acquisition or acquisitions which will be deemed to trigger an RTO (the “Initial Acquisitions Policy”); (ii) invest in Debt Interests (the “Debt Investment Policy”) and to (iii) undertake acquisitions (the “Acquisitions”) of target companies or businesses (the “Acquisition Policy”) (the Initial Acquisitions Policy, Debt Investment Policy and the Acquisition Policy together being the “Investment Policy”). The Company does not have any specific Acquisitions, Debt Interests or an RTO target under consideration and does not expect to engage in definitive substantive negotiations with any target company or business until after Admission. The Company also intends to undertake advances to establish Debt Interests to grow its asset base.

The Directors believe that their network and the Company’s cash resources and profile following Admission, means that the Company could target a series of Investments in line with the Investment Policy.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board is aware that engaging with Critical Metals’ stakeholders strengthens relationships, assists the Board in making better business decisions and ultimately promotes the long-term success of Critical Metals Plc. The groups stakeholders include shareholders, and other service providers, suppliers, auditors, lenders, regulators, industry bodies and the surrounding communities of where its future investments will be located. The Board as a whole are responsible for reviewing and monitoring the parties contracted to the Company, including their service terms and conditions.

The Board is regularly updated on wider stakeholder views and issues concerning the portfolio both formally at Board meetings and informally through ad hoc updates.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

All Board appointments have been made after consultation and detailed due diligence is carried out on all new potential board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement its own internal evaluation processes.

The Group’s Articles require that all Directors are submitted for election at the AGM following their first appointment to the Board and one third of the Directors are subject to retirement by rotation on an annual basis to refresh the Board, irrespective of performance.

Maintain governance structures and processes that are fit for purpose and support good decision making by the board

A description of each board member and their experience are displayed on the website page: Board The Board of directors is responsible for the determination of the investment decisions of the Company and for its overall supervision via the investment policy and the objectives that it has set out. The Board is also responsible for the Company’s day to day operations. The Board consists of one executive director and two non-executive directors.

The Board intends to meet formally at least four times each year. At each Board meeting the financial performance of the Company and all other significant matters are reviewed so as to ensure the Directors maintain overall control and supervision of the Company’s affairs.

The Board maintains regular contact with all its service providers and are kept fully informed of investment and financial controls and any other matters that should be brought to the attention of the directors. The Directors also have access where necessary to independent professional advice at the expense of the Company.

Audit and Risk Committee

Given the size of the Company and its operations, the Board has not yet established a separate Audit and Risk Committee. However, upon material investments to generate a Debt Interest, the completion of a successful Acquisition or an RTO, the Board will move to establish an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.

Remuneration Committee

Given the size of the Company and its operations, the Board has not yet established a separate Remuneration Committee. However, upon material investments to generate a Debt Interest, the completion of a successful Acquisition or an RTO, the Board will move to establish a Remuneration Committee. The Remuneration Committee will have responsibility for determining, within agreed terms of reference, the Company’s policy on the remuneration of any senior executives.

Nomination Committee

Given the size of the Company and its operations, the Board has not yet established a separate Nomination Committee. However, upon material investments to generate a Debt Interest, the completion of a successful Acquisition or an RTO, the Board will move to establish a Nomination Committee. The Nomination Committee will be responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors.

Market Abuse Regulations

The Company has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at present) shall comply with the share dealing code.

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