Allied Critical Metals – Investors

May, 30 2026

1) Tranche 2 (US$15M) of the US$40M offering (US$25M equity and US$15M project financing) announced April 24, 2026 has not yet closed. The remaining US$15M of the equity Offering – to be subscribed by the New Strategic Investor (with the Existing Strategic Investor having agreed to back-stop that commitment) – is expected to close on or before July 17, 2026, subject to due diligence, customary closing conditions, and CSE approval. Tranche 2 comprises 10,015,610 common shares at $2.05 and 500,780 broker warrants, these have not been reflected in the table above. See note 4 for the related US$15M project financing Facility.
2) Broker / Finder Warrants: These are recorded at their stated exercise prices.
• Aug 18, 2025 Placement – 1,072,659 finders’ warrants at $0.30 per Unit (1 share + ½ $0.40 warrant), 2-year term. Total fully diluted shares of 1,608,989.
• Oct 22, 2025 LIFE Offering – 1,738,328 finders’ warrants at $0.60 per Share, 2-year term.
• Tranche 2 of the announced financing, anticipated to close on or before July 17, 2026 for US$15M, is expected to have 500,780 broker warrants at $2.05 per share.
3) Property Vendor Share Grants (Unvested):
• Borralha Tungsten Project Vendor – $1.34M face value; vesting no earlier than 12 months + 1 day post-April 17, 2025; convertible into common shares at a price equal to the greater of C$0.30/share or 20-day VWAP, for no additional consideration. Upon vesting, all shares will be subject to a 3-year escrow plus a 2-year lock-up.
• Vila Verde Project Vendor – $2.68M face value; vesting no earlier than 36 months + 1 day post-April 17, 2025 and only upon issuance of a definitive mining exploration license for commercial production at commercially viable levels from the Corporation’s Vila Verde Tungsten Project in Portugal on or before April 17, 2028, otherwise expires unvested. Convertible into common shares at a price equal to the greater of C$0.40/share or 20-day VWAP, for no additional consideration. There is no certainty as to whether this may ever vest.
4) Debt Components (non-dilutive, not included in share figures above):
• $1.76M promissory note owing to the Property Vendor, bearing interest at 10% per annum, due July 4, 2027, subject to the Company having sufficient liquidity.
• US$15M project financing Facility (undrawn) committed by the Existing Strategic Investor (bond issue or senior secured term loan, five-year term) to fund the Vila Verde Pilot Plant. Bears interest at SOFR + 2.5% per annum, with a 1% per annum commitment fee on the undrawn/uncancelled portion and a 0.5% arrangement fee; secured by the Pilot Plant assets (excluding the mineral concessions). Remained undrawn as of May 30, 2026.