重大事件
外國發行人報告
6-K
2026-06-23
Critical Metals 母公司 European Lithium 全年虧損收窄至 9,679 萬澳元
AI 繁中摘要
申報類型:6-K(外國私人發行人年報)
European Lithium Ltd(ASX:EUR)提交截至 2025 年 6 月 30 日止年度經審計綜合財務報表,與 2024 年比較。
📊 業績重點(全年,澳洲元 A$)
— 持續經營虧損:9,679 萬(2024 年:2.0028 億),虧損大幅收窄,主因股份支付費用由 4,907 萬降至 4,907 萬(實際 4,907 萬 vs 1,240 萬?按表 2025 年為 4,907 萬,2024 年 1,240 萬,屬於增加;虧損減少主要由於沒有上市費用 1.168 億及認股權證公允值損失減少)。
— 勘探支出減值 1,449.7 萬(主要為萊因斯特及奧地利項目,因鋰價低迷減值)。
— 法律費用 2,010 萬(含一筆 1,282 萬與 BTC 可換股債券相關的應計費用)。
— 營運現金流出 2,483 萬(2024 年 2,077 萬)
— 基本每股虧損 6.80 澳仙(2024 年 14.32 澳仙)
💰 資產負債表(2025 年 6 月 30 日)
— 總資產 2.894 億,總負債 1.155 億,淨資產 1.743 億
— 現金及等價物 2,
展開英文正文
EX-99.2 5 ea029387201ex99-2.htm AUDITED FINANCIAL STATEMENTS OF EUROPEAN LITHIUM LTD. FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 Exhibit 99.2 EUROPEAN LITHIUM LIMITED ABN 45 141 450 624 Consolidated Financial Statements For the Year Ended 30 June 2025 and 2024 FINANCIAL STATEMENTS 2025 AND 2024Page 1 CONTENTS Consolidated Statement of Comprehensive Income 3 Consolidated Statement of Financial Position 4 Consolidated Statement of Changes in Equity 5 Consolidated Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 Directors’ Declaration 53 Independent Auditor’s Report 54 FINANCIAL STATEMENTS 2025 AND 2024Page 2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 30 JUNE 2025 AND 2024 Note 2025 A$ 2024 A$ Continuing operations Other income 4 1,244,323 451,964 Employee benefits expense (2,701,604) (760,809) Depreciation and amortisation expense 12 (8,167) (18,451) Depreciation and amortisation expense – leased assets 18 (41,720) (55,620) Finance costs 5 (1,051,971) (45,688,280) Exploration expenditure expensed (399,875) (292,246) Exploration expenditure impairment 13 (14,496,678) - Consulting fees 5 (20,103,935) (2,946,397) Travel expenses (546,674) (168,025) Regulatory and compliance costs (1,751,481) (1,123,730) Gain/(Loss) on fair value of financial assets through profit or loss 17 3,254,138 6,811,485 Share based payment expense 27 (49,072,093) (1,240,592) Share of net losses of associate accounted for using the equity method 14 7,230 (15,021) Loss on disposal of fixed asset 12 (1,460) - Merger expenses 5 (4,635,221) (4,967,583) Listing expenses 5 - (116,840,485) Gain/(loss) on extinguishment of liability 363,633 - Foreign exchange gain/(loss) (1,789,586) 52,683 Administration expenses (25,959) (149,265) Promotion / IR / PR (2,179,590) (525,008) Insurance (3,296,861) (1,329,897) Impairment of convertible notes 11 (698,294) - Gain/(loss) on fair value of warrants 23 76,534 (31,455,882) Share of net losses of JV accounted for using the equity method 16 1,084,608 - Other expenses (20,288) (17,142) Loss before income tax (96,790,991) (200,278,301) Income tax expense 6 - - Loss after tax from continuing operations (96,790,991) (200,278,301) Other comprehensive income, net of income tax Items that will be reclassified to profit or loss Exchange differences on translation of foreign operations 8,023,919 (2,170,794) Other comprehensive (loss) for the period, net of income tax 8,023,919 (2,170,794) Total comprehensive (loss) for the year (88,767,072) (202,449,095) Loss for the year attributable to: Members of European Lithium Ltd (71,492,437) (194,938,978) Non-controlling interests (25,298,554) (5,339,323) (96,790,991) (200,278,301) Total comprehensive loss for the year attributable to: Members of European Lithium Ltd (69,758,825) (197,109,772) Non-controlling interests (19,008,247) (5,339,323) (88,767,072) (202,449,095) Loss per share for the year Basic loss per share (cents per share) 28 (6.80) (14.32) Diluted loss per share (cents per share) 28 (6.80) (14.32) The above Consolidated Statement of Comprehensive Income is to be read in conjunction with the Notes to the Financial Statements FINANCIAL STATEMENTS 2025 AND 2024Page 3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025 Note 2025 A$ 2024 A$ ASSETS Current Assets Cash and cash equivalents 7 20,021,463 5,778,638 Trade and other receivables 8 252,237 1,485,497 Prepaid expenses 9 1,562,246 2,500,542 Indemnification asset 22 1,714,192 1,714,192 Short term loan receivable 10 - 2,274,383 Convertible note 11 - 298,869 Total Current Assets 23,550,138 14,052,121 Non-Current Assets Property, plant and equipment 12 5,365 8,418 Deferred exploration and evaluation expenditure 13 60,610,945 53,239,237 Investment in associate 14 1,008,716 806,148 Restricted cash and other deposits 15 23,661,204 22,564,947 Investment in joint venture 16 174,801,266 17,681,136 Financial assets at fair value through profit or loss 17 5,721,395 1,390,256 Right of use asset 18 60,919 98,314 Total Non-Current Assets 265,869,810 95,788,456 TOTAL ASSETS 289,419,948 109,840,577 LIABILITIES Current Liabilities Trade and other payables 19 27,797,760 20,125,155 Provisions 20 41,901 36,274 Lease liability 21 46,637 43,246 Short term loan 22 1,901,697 1,886,948 Warrants liability 23 62,452,403 56,755,581 Total Current Liabilities 92,240,398 78,847,204 Non-Current Liabilities Offtake prepayment 24 22,893,600 22,483,950 Lease liability 21 21,685 64,725 Total Non-Current Liabilities 22,915,285 22,548,675 TOTAL LIABILITIES 115,155,683 101,395,879 NET ASSETS 174,264,265 8,444,698 EQUITY Issued capital 25 153,136,087 151,356,087 Reserves 26 259,198,892 86,184,655 Accumulated losses (292,793,642) (221,301,205) Non controlling interest 54,722,928 (7,794,839) TOTAL EQUITY 174,264,265 8,444,698 The above Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements FINANCIAL STATEMENTS 2025 AND 2024Page 4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2025 Issued Capital A$ Accumulated Losses A$ Share-based payment Reserve A$ Foreign Currency Translation Reserve A$ Nasdaq Listing Reserve A$ Total A$ Non- controlling Interests A$ Total (Deficiency)/ Equity A$ At 1 July 2023 75,725,376 (26,362,227) 14,769,159 2,171,606 - 66,303,914 - 66,303,914 Loss for the year - (194,938,978) - - - (194,938,978) (5,339,323) (200,278,301) Foreign currency exchange differences arising on translation from functional currency to presentation currency - - - (2,170,794) - (2,170,794) - (2,170,794) Total comprehensive (loss) for the year - (194,938,978) - (2,170,794) - (197,109,772) (5,339,323) (202,449,095) Share Buy Back (1,302,483) - - - - (1,302,483) - (1,302,483) Issue of shares – Supplier 250,000 - - - - 250,000 - 250,000 Issue of shares - Exercise of Options 58,341 - - - - 58,341 - 58,341 Issue of listed options - - 833,610 - - 833,610 - 833,610 Issue of shares upon completion of merger transaction 76,624,853 - 1,185,189 926,383 68,406,502 147,142,927 (2,455,516) 144,687,411 Options issued to directors - - 63,000 - - 63,000 - 63,000 At 30 June 2024 151,356,087 (221,301,205) 16,850,958 927,195 68,406,502 16,239,537 (7,794,839) 8,444,698 The above Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements FINANCIAL STATEMENTS 2025 AND 2024Page 5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2025 Issued Capital A$ Accumulated Losses A$ Share-based payment Reserve A$ Foreign Currency Translation Reserve A$ Nasdaq Listing Reserve A$ Total A$ Non- controlling Interests A$ Total (Deficiency)/ Equity A$ At 1 July 2024 151,356,087 (221,301,205) 16,850,958 927,195 68,406,502 16,239,537 (7,794,839) 8,444,698 Loss for the year - (71,492,437) - - - (71,492,437) (25,298,554) (96,790,991) Foreign currency exchange differences arising on translation from functional currency to presentation currency - - - 1,733,612 - 1,733,612 6,290,307 8,023,919 Total comprehensive (loss) for the year - (71,492,437) - 1,733,612 - (69,758,825) (19,008,247) (88,767,072) Issue of shares – Placement 2,000,000 - - - - 2,000,000 - 2,000,000 Issue of listed options - - 356,837 - - 356,837 - 356,837 Issue of listed options to advisor (100,000) - 100,000 - - - - - CRML – Movements during the year - Issue of CRML shares for TM1 acquisition - - 12,339,524 - - 12,339,524 1,297,353 13,636,877 - Issue of shares for Tanbreez acquisition - - 135,582,284 - - 135,582,284 43,214,764 178,797,048 - Other issue of shares and RSU’s by CRML - - 22,831,930 - - 22,831,930 37,013,897 59,845,827 Options issued to directors - - 70,050 - - 70,050 - 70,050 Share issue costs (120,000) - - - - (120,000) - (120,000) At 30 June 2025 153,136,087 (292,793,642) 188,131,583 2,660,807 68,406,502 119,541,337 54,722,928 174,264,265 The above Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements FINANCIAL STATEMENTS 2025 AND 2024Page 6 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 30 JUNE 2025 AND 2024 Note 2025 A$ 2024 A$ Cash flows from operating activities Payments to suppliers and employees (20,631,203) (3,411,630) Interest received 282,981 168,995 Tax paid - (987,003) Merger expenses (4,635,221) (16,654,847) Grants received 151,797 114,886 Net cash (used in) operating activities 31 (24,831,646) (20,769,599) Cash flows from investing activities Cash acquired on Sizzle acquisition - 15,117,905 Funding of Tanbreez 16 (8,095,849) (7,494,650) Payments for exploration and evaluation (2,263,608) (1,605,918) Investment in listed shares (1,092,808) - Proceeds from the sale of investments 8,047,094 - Cash acquired on acquisition of subsidiary 883 - Costs associated with Obeikan Investment Group (611,921) - Payment for property, plant and equipment (3,362) - Net cash provided by / (used in) investing activities (4,019,571) 6,017,337 Cash flows from financing activities Proceeds from capital raisings 39,469,192 2,423,882 Funds advanced under Convertible note (350,000) Payment for share issue costs (2,627,612) - Proceeds from the exercise of options 4,115,598 9,307,763 Transaction costs related to issue of equity securities or convertible debt securities - (76,338) Receipt of funds from offtake - (22,483,950) Transfer funds to restricted account - 22,483,950 Short term loan facility - (2,290,000) Repayment of borrowing 10 2,370,986 90,518 Proceeds from issue of new option 356,837 - Payment for convertible note facility 11 (399,425) (298,869) Principal repayment of lease liability (47,999) (31,907) Share buyback - (1,302,483) Net cash provided by / (used in) financing activities 42,887,577 7,822,566 Net (decrease) / increase in cash and cash equivalents 14,036,360 (6,929,696) Cash and cash equivalents at beginning of year 5,778,638 13,144,813 Effects on exchange rate fluctuations on cash held 206,465 (436,479) Cash and cash equivalents at end of year 7 20,021,463 5,778,638 The above Consolidated Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements FINANCIAL STATEMENTS 2025 AND 2024Page 7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1.CORPORATE INFORMATION The financial report of European Lithium Limited (the Company) and its controlled entities (the Group) for the year ended 30 June 2024 and 2025 was authorised for issue in accordance with a resolution of the directors on 19 June 2026. European Lithium Limited is a public company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. 2.SUMMARY OF MATERIAL ACCOUNTING POLICIES a)Basis of preparation The financial report is a general-purpose financial report, which has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Company is a for-profit entity for the purpose of preparing the consolidated financial statements. The financial report has also been prepared on the accruals basis and historical cost basis with the exception of the Group’s listed investment which is stated at fair value. The accounting policies set out below have been applied consistently to all periods presented in the financial report except where stated. b)Going concern The consolidated financial statements of the Group have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. For the year ended 30 June 2025 the Group incurred a loss after income tax of A$96,790,991 (30 June 2024: A$200,278,301), net cash outflows from operating activities of A$24,831,646 (30 June 2024: A$20,769,599), a working capital deficit of A$68,690,260 (30 June 2024: A$64,795,083) or a working capital deficit of A$6,237,857 (30 June 2024: A$8,039,502) when excluding warrants liabilities that will be settled in CRML shares and at that date had cash on hand of A$20,021,463 (30 June 2024: A$5,778,638). For the year ended 30 June 2025, the Group’s ability to continue as a going concern and to continue to fund its planned expanded activities was dependent on: ■Raising further capital by CRML; ■Receiving funds from the exercise of warrants; ■Receiving funds from the divestment of its listed shares; ■Continued support from non-related party creditors in respect to the payment of overdue amounts; and ■Reducing operational costs and spend on exploration. Subsequent to 30 June 2025, commencing 9 July 2025 through to 5 February 2026, the Group has divested a portion of its shareholding in CRML through a series of transactions, receiving aggregate net proceeds of approximately A$357,405,903. As a result of these transactions, the Group's cash position has increased substantially As at 15 June 2026, the Group had cash on hand of approximately A$293.5 million and current liabilities of approximately A$0.3 million and as such the consolidated financial statements of the Group have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. FINANCIAL STATEMENTS 2025 AND 2024Page 8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS c)Application of new and revised accounting standards Changes in accounting policies on initial application of Accounting Standards In the year ended 30 June 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the IASB that are relevant to the Group and effective for the full year reporting periods beginning on or after 1 July 2024. As a result of this review, the Directors have applied all new and amended Standards and Interpretations that were effective as at 1 July 2024 with no material impact on the amounts presented and the disclosures included in the financial report. New accounting standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2025 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations has not identified any impact. d)Principles of consolidation Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. A list of controlled entities is contained in Note 34 to the financial statements. Non-controlling interests in subsidiaries are identified separately from the Group’s equity and are initially measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the identifiable net assets. This election is made on an acquisition-by-acquisition basis. Subsequent to acquisition date, the carrying amounts of non-controlling interests are adjusted for the non-controlling interests’ share of changes in equity. All inter-group balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the Parent Entity. e)Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Share-based payment transactions The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of unlisted equity-settled transaction is determined using a Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The fair value of listed equity-settled share options granted was based on the fair value of financial instruments traded in active markets based on the quoted market prices at the grant date (note 27). Warrants The Group measures the cost of warrants by reference to the fair value of the equity instruments at the date at which they are granted and at reporting date. The fair value of the unlisted warrants is determined using a Black-Scholes or Monte Carlo Simulation (MCS) option pricing model taking into account the terms and conditions upon which the instruments were granted. The fair value of listed warrants was based on the fair value of financial instruments traded in active markets based on the quoted market prices at reporting date (note 23). FINANCIAL STATEMENTS 2025 AND 2024Page 9 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Deferred taxation Potential future income tax benefits have not been brought to account at 30 June 2025 because the Directors do not believe that it is appropriate to regard realisations of future income tax benefits as probable. Deferred exploration and evaluation expenditure The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely from future exploitation or sale or where activities have not reached a stage which permits a reasonable assumption of the existence of reserves. f)Foreign Currency Foreign currency transactions and balances All foreign currency transactions occurring during the financial year are recognised at the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Exchange differences are recognised in the profit or loss in the period in which they arise except those exchange differences which relate to assets under construction for future productive use which are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings. Functional and presentation currency Items included in the financial statements of each of the companies within the Group are measured using the currency of the primary economic environment in which they operate (the functional currency). The consolidated financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency. Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: ■assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; ■income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and ■all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign operation is sold, a proportionate share of such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate. FINANCIAL STATEMENTS 2025 AND 2024Page 10 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS g)Exploration and evaluation expenditure Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: ■the rights to tenure of the area of interest are current; and ■at least one of the following conditions is also met: ■the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or ■exploration and evaluation activities in the area of interest have not at the balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. h)Joint venture A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities. The joint venture is accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognized in profit or loss and the share of the movements in equity is recognized in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture. Any goodwill or fair value adjustment attributable to the Group’s share in the joint venture is not recognized separately and is included in the amount recognized as investment. The carrying amount of the investment in joint venture is increased or decreased to recognize the Group’s share of the profit or loss and other comprehensive income of the joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and the joint venture are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment. i)Warrants Warrants as classified as liabilities because the warrants do not meet the criteria for equity treatment. Accordingly, the Group will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Groups consolidated statement of comprehensive income. FINANCIAL STATEMENTS 2025 AND 2024Page 11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3.SEGMENT INFORMATION IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. In the case of the Group the CODM are the executive management team and all information reported to the CODM is based on the consolidated results of the Group as one operating segment, as the Group’s activities relate to mineral exploration. Minerals Exploration cover’s the Group’s main projects including: ■Wolfsberg (Austria) ■Tanbreez (Greenland) ■Bretstein-Lachtal Project, Klementkogel Project, and the Wildbachgraben Project (Austria) ■Weinebene and Eastern Alps Projects (Austria) ■Leinster Lithium (Ireland) ■Dobra and Shevchenkivske Projects (Ukraine) Whilst the Group receives separate report for each of these projects, these projects have been aggregated into one reporting segment because management considers that they have similar economic characteristics as all three are exploration projects. The measure of profit or loss for this reportable segment are the same as the amounts presented on the face of the Consolidated Statement of Profit or loss and Other Comprehensive Income. The measure of total assets and liabilities and the amount of investment in associated and JV accounted for by the equity method for this reportable segment are the same as the amounts presented on the face of the Consolidated Statement of Financial position. Accordingly, the Group has only one reportable segment and the results are the same as the Group results. a)Information by geographical region The analysis of the location of non-current assets is as follows: 2025 A$ 2024 A$ Australia 6,274,133 1,791,093 Austria 84,794,412 76,316,227 Greenland 174,801,265 17,681,136 265,869,810 95,788,456 4.OTHER INCOME 2025 A$ 2024 A$ Interest revenue 744,121 231,388 Interest on short term loan (note 10) 96,603 74,901 Interest on convertible loan note 11,411 - Grants received 152,533 114,885 Other income 239,655 30,790 1,244,323 451,964 FINANCIAL STATEMENTS 2025 AND 2024Page 12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5.EXPENSES FROM CONTINUING OPERATIONS 2025 A$ 2024 A$ Finance expenses Issue of 1,000,000 warrants to Empery (note 23) - (556,718) Issue of 1,814,797 warrants to GEM (note 23) - (41,486,893) Issue of 294,600 warrants to PIPE brokers (39,713) - GEM payable 170,218 (3,271,089) Interest expense - leased assets (8,431) (18,398) Bank fees (89,629) (96,648) Brokerage fees (3,772) (13,025) Financing costs (818,765) (168,441) Other expenses (261,879) (77,068) (1,051,971) (45,688,280) 2025 A$ 2024 A$ Consulting fees Taxation advisors (511,081) (37,208) Strategy (452,016) (26,770) Company secretarial advisors (60,000) (60,000) Legal fees (a) (17,380,804) (1,939,074) Accounting fees (764,313) (214,581) Government Affairs (259,623) - General (676,098) (668,764) (20,103,935) (2,946,397) (a)The legal fees of CRML include an accrued amount of US$8,300,000 (A$12,824,110) in respect to the BTC convertible note (non-recourse against BTC price) transaction (refer to ASX announcement released 22 January 2025). 2025 A$ 2024 A$ Merger expenses Merger expenses (a) (4,635,221) (4,967,583) (4,635,221) (4,967,583) (a)On 1 March 2024, the Company announced the completion of the business combination agreement with Sizzle Acquisition Corp., a US special purpose acquisition company listed on NASDAQ (NASDAQ:SZZL) (Sizzle), pursuant to which EUR combined its wholly owned Wolfsberg Lithium Project (Wolfsberg Project) with Sizzle via a newly-formed, lithium exploration and development company named “Critical Metals Corp” (Critical Metals or CRML) which is listed on the NASDAQ (Transaction). Critical Metals commenced trading on the NASDAQ on 28 February 2024. Merger expenses relate directly to this Transaction. 2025 A$ 2024 A$ Listing expenses IFRS 2 listing expenses (note 31) - (104,220,007) Issue of 122,549 CRML shares to GEM to settle financing costs - (2,882,306) Gain/loss on extinguishment of liabilities - (9,738,172) - (116,840,485) FINANCIAL STATEMENTS 2025 AND 2024Page 13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6.INCOME TAX 2025 A$ 2024 A$ Major components of income tax expense for the year are: Income statement Current income tax charge/(benefit) - - Statement of changes in equity Income tax expense reported in equity - - A reconciliation of income tax expense/(benefit) applicable to accounting profit/(loss) before income as at the statutory income tax rate to income tax expense/(benefit) at the Groups effective income tax rate for the year is as follows: 2025 A$ 2024 A$ Loss from ordinary activities before income tax expense (96,790,991) (200,278,301) Prima facie tax benefit on loss from ordinary activities at 30.0% (2024: 30%) (29,037,297) (60,083,490) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Non-deductible expenses 15,426,119 54,588,440 Deferred tax movements not recognised 10,049,683 865,959 Taxable capital gain 4,370,813 - Tax rate differential 3,800,334 1,141,788 Recognition of previously unrecognised deferred tax amounts (4,609,652) 3,487,303 - - Unrecognised deferred tax assets have not been recognised in respect of the following items: 2025 A$ 2024 A$ Unrecognised temporary differences Deferred tax assets (at 30.0%) (2024: 30%) Accrued expenses - 2,400 Exploration expenditure 7,532,365 117,708 Financial assets (2,598,213) (1,612,987) Capital raising costs 33,185 74,735 Joint venture 9,981 - Fixed assets (415) - Right of use assets (1,561) (3,122) Lease liabilities 1,711 3,269 Trade and other receivables 152 - Start up organisation expenses (foreign) - 301,132 Carry forward tax losses – revenue 10,167,923 12,285,772 Carry forward tax losses – capital - 1,688,459 Other 7,780,976 (22,164) 22,926,104 12,835,202 Deferred tax liabilities (at 30.0%) (2024: 30%) Net unrecognised deferred tax asset/(liability) 22,926,104 12,835,202 FINANCIAL STATEMENTS 2025 AND 2024Page 14 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Potential future income tax benefits arising from tax losses have not been brought to account at 30 June 2025 and 2024 because the directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable. These benefits will only be obtained if: ■assessable income is derived of a nature and of amount sufficient to enable the benefit from the deductions to be realised; ■the Group continues to comply with the conditions for deductibility imposed by law; and ■no changes in tax legislation adversely affect the realisation of the benefit from the deductions. The Group is subject to taxation for its consolidated subsidiaries at the rates applicable in the respective tax jurisdictions: ■Australia – Profits are taxed at the standard corporate income tax rate of 30%. ■Austria - Profits are taxed at the standard corporate income tax (CIT) rate of 23% in Austria (2024: 23%), regardless of whether profits are retained or distributed. For the net unrecognised deferred tax asset as of 30 June 2025 a tax rate of 23% was used and for the net unrecognised deferred tax asset as of 30 June 2024 a tax rate of 23% was used based on the assessment of the future utilization by the management. Tax losses can be carried forward in Austria without time limitation. In general tax losses carried forward can be offset against taxable income only up to a maximum of 75% of the taxable income for any given year. ■United States - The profits are taxed at the rate of 21% at the US Federal taxation level, without being subject to state taxation in the United States. ■United Kingdom – Profits are taxed at the rate of 25%. ■British Virgin Islands - BVI Business companies are exempt from any taxation, regardless their source of income. 7.CASH AND CASH EQUIVALENTS 2025 A$ 2024 A$ Cash at bank and in hand 20,021,463 5,778,638 20,021,463 5,778,638 Cash at bank earns interest at floating rates based on daily bank deposit rates. 8.TRADE AND OTHER RECEIVABLES 2025 A$ 2024 A$ Trade and other receivables 75,353 118,874 Security deposit 7,097 6,359 GST / VAT receivable 151,019 211,616 Interest receivable on restricted cash - 62,393 Funds receivable in respect to the exercise of CRML warrants - 1,063,118 Other receivables 18,768 23,137 252,237 1,485,497 These amounts arise from the usual operating activities of the Group and, with the exception of interest receivable on restricted cash, are non-interest bearing. The debtors do not contain any overdue or impaired receivables. The lifetime expected credit loss allowance is not material. FINANCIAL STATEMENTS 2025 AND 2024Page 15 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9.PREPAID EXPENSES 2025 A$ 2024 A$ Prepaid insurance 1,433,702 2,446,701 Other prepaid expenses 128,544 53,841 1,562,246 2,500,542 10.SHORT TERM LOAN 2025 A$ 2024 A$ Short term loan - 2,274,383 - 2,274,383 2025 A$ 2024 A$ Balance at beginning of year 2,274,383 - Drawdown of loan - 2,290,000 Repayment of loan (2,370,986) (90,518) Accrued interest (note 4) 96,603 74,901 Balance at end of year - 2,274,383 On 14 September 2023, the Company entered into a loan agreement and advanced funds of A$200,000 to Cyclone Metals Ltd (ASX: CLE). This loan was repayable by 31 December 2024 and accrued interest of 7.5% per annum. On 19 October 2023, the Company entered into a further loan agreement with CLE and advanced funds of A$90,000. On 16 November 2023, CLE repaid this loan, including accrued interest of A$518 to the Company. On 12 March 2024, the Company entered into a further loan agreement with CLE and advanced funds of A$2,000,000. This loan was repayable on 31 December 2024 and accrued interest of 10.0% per annum. During the year, the loans of A$2,370,986 were repaid in full, with the associated security over assets of CLE removed, with a nil balance owing at 30 June 2025. 11.CONVERTIBLE NOTE 2025 A$ 2024 A$ Convertible loan note - 298,869 - 298,869 2025 A$ 2024 A$ Carrying value at beginning of year 298,869 - Additions 399,425 298,869 Impairment of convertible notes (698,294) - Carrying value at end of year - 298,869 FINANCIAL STATEMENTS 2025 AND 2024Page 16 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS On 4 January 2024, the Company subscribed for convertible loan notes of US$200,000 in Pan African Niger Limited (PANL). Interest accrues at 20% per annum and is repayable or convertible by 31 December 2025 (Convertible Note). The Company may elect to convert the Convertible Note into shares based on the market value price per PANL share at the date of conversion discounted by 50%. On 7 March 2025, the Company subscribed for convertible loan notes of US$250,000 (A$399,425) with PANL which accrues interest at 20% per annum and is repayable or convertible by 7 March 2026. The Company may elect to convert the Convertible Note into shares based on the market value price per PANL share at the date of conversion discounted by 50%. As at 30 June 2025, the Company impaired the carrying values of the convertible notes to nil. 12.PROPERTY, PLANT AND EQUIPMENT 2025 A$ 2024 A$ Cost 74,350 64,176 Accumulated depreciation (68,985) (55,758) 5,365 8,418 2025 A$ 2024 A$ Carrying value at beginning of year 8,418 26,837 Additions 3,362 - Assets written off (1,460) - Depreciation charge for the year (8,167) (18,451) Foreign exchange 3,212 32 Carrying value at end of year 5,365 8,418 13.DEFERRED EXPLORATION AND EVALUATION EXPENDITURE 2025 A$ 2024 A$ Exploration and evaluation phases: Balance at beginning of period 53,239,237 52,694,287 Expenditure incurred 1,877,163 1,558,682 Acquisition of tenements (note 30) 13,632,279 - Impairment of exploration expenditure (i) (14,496,678) - Foreign exchange movement 6,358,944 (1,013,732) Balance at end of period 60,610,945 53,239,237 (i)During the year ended 30 June 2025, the Group recognised impairment losses in respect of capitalised exploration and evaluation of A$14,496,678 (30 June 2024: A$nil). The impairment made was recognised in respect to the Leinster Lithium Project and the Austrian Lithium Project noting that current and planned exploration activities on these projects is relatively minimal given global lithium prices. The Group continues to expend amounts in order to meet minimum spend commitments on the Leinster Lithium Project and the Austrian Lithium Project in order to retain tenure. The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation or sale of the respective areas. FINANCIAL STATEMENTS 2025 AND 2024Page 17 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14.INVESTMENT IN ASSOCIATE 2025 A$ 2024 A$ Investments in associates 1,008,716 806,148 a)Investment details 2025 A$ 2024 A$ Percentage held at reporting date – EV Resources (i) 20% 20% Percentage held at reporting date – John Wally (ii) 50% 50% (i)On 11 May 2021, the Company announced that it had entered into a Collaboration Agreement with EV Resources Limited (ASX: EVR) (EVR) and an agreement to acquire a 20% interest in Jadar’s Austrian Lithium assets. EVR holds an 80% interest in the Austrian incorporate subsidiary EV Resources GmbH, the holder of the Weinebene and Eastern Alps Projects which lies 20km to the east of the Company’s Wolfsberg Project. On 29 February 2024 in accordance with the terms of the merger Transaction, the 20% interest in EV Resources GmbH was transferred from the Company to Critical Metals Corp. (ii)The Company holds a 50% interest in the Australian incorporated entity John Wally Resources Pty Ltd (John Wally). This investment is equity accounted given the existence of joint control and the significant influence the Company has on John Wally through Mr Sage’s role on the board and the interchange of management personnel. b)Movement in the carrying amount of the investment in associates 2025 A$ 2024 A$ Balance at beginning of year 806,148 666,390 Cash investment 186,092 168,056 Share of net losses recognised during the year 7,230 (15,021) Foreign exchange 9,246 (13,277) Balance at end of year 1,008,716 806,148 c)Summarised financial information based on unaudited accounts EV Resources GmbH 2025 A$ 2024 A$ Current assets 13,819 5,119 Non-current assets 524,015 450,255 Current liabilities (699,097) (646,596) Non-current liabilities - - Equity 161,263 191,222 Group’s carrying amount of the investment 534,288 514,491 FINANCIAL STATEMENTS 2025 AND 2024Page 18 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS EV Resources GmbH has no contingent liabilities, capital commitments or bank guarantees on issue as at 30 June 2025. 2025 A$ 2024 A$ Revenue and other income - - Depreciation - - Profit/(Loss) before tax 52,757 (34,738) Income tax expense - - Profit/(Loss) for the year 52,757 (34,738) Total comprehensive (loss) for the year - - Group’s share of profit/(loss) for the year 10,551 (6,948) John Wally 2025 A$ 2024 A$ Current assets - - Non-current assets 441,158 261,708 Current liabilities - - Non-current liabilities - - Equity 447,158 261,708 Group’s carrying amount of the investment 474,428 291,657 John Wally has no contingent liabilities, capital commitments or bank guarantees on issue as at 30 June 2025. 2025 A$ 2024 A$ Revenue and other income - - Depreciation - - Loss before tax (6,642) (16,145) Income tax expense - - Loss for the year (6,642) (16,145) Total comprehensive (loss) for the year (6,642) (16,145) Group’s share of (loss) for the year (3,321) (8,073) d)Impairment assessment The carrying amount of the investments in associates were assessed for impairment at 30 June 2025 and 2024. As at 30 June 2025 and 2024, management are of the view that no indication of impairment at the reporting date. FINANCIAL STATEMENTS 2025 AND 2024Page 19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15.RESTRICTED CASH AND OTHER DEPOSITS 2025 A$ 2024 A$ Term deposits (i) 84,588 80,997 Funds held on deposit against offtake prepayment (ii) 23,576,616 22,483,950 23,661,204 22,564,947 (i)Restricted cash relates to the bank guarantees provided by ECM Lithium AT GmbH to the value of €20,000 in respect of any unrepaired damage to property at the Wolfsberg Project. These deposits are subject to restrictions and are therefore not available for general use by the entities within the Group. (ii)On 1 June 2024, Bayerische Motoren Werkte Aktiengesellschaft (BMW) transferred funds of US $15 million to ECM Lithium GmbH in relation to the offtake of battery grade lithium hydroxide (LiOH) from the Wolfsberg Project. The Balance at 30 June 2025 includes accrued interest of US$447,516. The funds are held in a deposit account secured against a bank guarantee (note 24) and are to be offset against LiOH delivered to BMW. 16.INVESTMENT IN JOINT VENTURE 2025 A$ 2024 A$ Shares in Tanbreez Mining Greenland A/S 174,801,266 17,681,136 174,801,266 17,681,136 Tanbreez Mining Greenland A/S (Tanbreez) is a company incorporated and domiciled in Greenland. a)Movement in the carrying amount of the investment in joint venture 2025 A$ 2024 A$ Balance at beginning of year 17,681,136 - Purchase of shares in Tanbreez Mining Greenland A/S (i) 147,816,344 7,494,650 Cash investments 3,144,054 - Invoices paid by CRML on behalf of JV 4,951,794 - Share of profits recognised during the year 1,084,608 - Foreign exchange 123,330 - Reclassification from financial assets at fair value through profit or loss (note 17) - 10,186,486 Financial assets at fair value through profit or loss at end of period 174,801,266 17,681,136 (i)On 5 June 2024,