CRITICAL RESOURCES LIMITED — Director's Dealing 2022

Sep 28, 2022

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Critical Resources Limited
ABN	12 145 184 667

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Alex Cheeseman
Date of last notice	23 September 2022

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

	Direct or indirect interest	Direct or indirect interest	Direct or indirect interest	Indirect	Indirect	Indirect
	Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.			KanimblaSolutionsPtyLtd<KanimblaInvestments>Alex Cheeseman’s wife, Cassandra Cheeseman isa Director of Kanimbla Solutions Pty Ltd
	Date of change			29 September 2022
	No. of securities hel	d prior to change		6,000,000 Performa	nce Rights
	Class			Ordinary fully paid	shares & performance rights
	Number acquired			2,000,000 Ordinary	Shares
	Number disposed			2,000,000 Performa	nce Rights
	Value/ConsiderationNote: If consideration is n	on-cash, provide details and estim	ated	The Shares were accash consideration	quired by the Director for nupon vesting of Performanc	ile
	valuation			Rights.
	No. of securities hel	d after change		2,000,000 Ordinary	Fully Paid Shares
Nature of changeExample: on-market trade,issue of securities under divbuy-back				4,000,000 Performa	nce Rights
	Nature of changeExample: on-market trade,issue of securities under divbuy-back	off-market trade, exercise of optiidend reinvestment plan, participatio	ons,n in	Acquisition of ordivesting of Performa	nary fully paid shares uponce Rights.	n

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Employment Agreement between Mr Cheeseman and Critical
	Resources Limited
Nature of interest	Mr Cheeseman has been offered 14,000,000 performance
	rights in the Company, subject to receipt of shareholder
	approvals. Each Performance Right is a personal contractual
	right to be issued a single share in the Company. A
	Performance Right may be exercised (if it has not otherwise
	lapsed) in accordance with the Company Employee Incentive
	Plan on the satisfaction of prescribed performance criteria
	within the performance period. The performance criteria and
	performance period for the Performance Rights are detailed
	in the Company's announcement of 20 September 2022.
Name of registered holder	N/A
(if issued securities)
Date of change	N/A
No. and class of securities to which	N/A
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration	N/A
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change	14,000,000 Performance Rights

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011