METALLIUM LIMITED — Capital/Financing Update 2024

Mar 10, 2024

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Supplementary Prospectus

MTM Critical Metals Limited

(ACN 645 885 463)

Important information

This is a supplementary prospectus ( Supplementary Prospectus ) which is intended to be read with the prospectus dated 11 February 2024 ( Prospectus ) issued by MTM Critical Metals Limited (ACN 645 885 463) ( Company ).

This Supplementary Prospectus is dated 8 March 2024 and was lodged with ASIC on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus. This Supplementary Prospectus should be read together with the Prospectus.

Capitalised terms and abbreviations that have not otherwise been defined in this Supplementary Prospectus have the meaning given in the Prospectus. This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus, copies of which can be downloaded from the website of the Company at mtmcriticalmetals.com.au.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisors without delay.

1. Withdrawal of the Offers

The purpose of this Prospectus is to notify investors that the Directors of the Company have resolved to withdraw the Offers as set out in the Prospectus.

This Prospectus formally withdraws the Offers. The Company advises that the Offers are now closed and the Company will not be accepting any Applications. The expiry date of the Prospectus is brought forward to the date of this Supplementary Prospectus, being 8 March 2024. Accordingly, no Securities have been or will be issued, and no Applications have been received or processed. Any future application monies received will be returned to Applicants as soon as possible. There is no need for those parties to request a refund.

2. Consents

The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.

This Supplementary Prospectus is intended to be read with the Prospectus dated 11 February 2024 issued by MTM Critical Metals Limited (ACN 645 885 463).

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3. Authorisation

This Supplementary Prospectus is issued by the Company and its issue has been authorised by the Directors.

The Directors believe that the Prospectus when read together with this Supplementary Prospectus contains all the information that would be required by section 713 of the Corporations Act and does not contain any material statement that is misleading or deceptive.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent.

Mr John Hannaford Non-Executive Chairman

Dated: 8 March 2024

3454-1781-4059, v. 1