Announcement PDF MTM ACQUIRES FLASH METALS Prospective niobium and REE ground adjacent to WA1 with complimentary critical mineral processing technology MANAGING DIRECTOR LACHLAN REYNOLDS JANUARY 2024 INVESTOR UPDATE DISCLAIMERS This presentation has been prepared by MTM Critical Metals Limited (ACN 645 885 463) (“MTM Critical Metals”, “MTM’ or “Company”) for the exclusive use of the party to whom MTM Critical Metals delivers this document (the “Recipient”). The information contained in this document has been prepared in good faith by MTM Critical Metals. However, to the maximum extent permitted by law, no representation or warranty, either express or implied, is made as to the accuracy, completeness, adequacy or reliability of the information contained in this document. This document contains only a synopsis of more detailed information in relation to the matters described herein and accordingly no reliance may be placed for any purpose whatsoever on the sufficiency or completeness of such information as presented herein. This document should not be regarded by the Recipient as a substitute for the exercise of its own judgment and the Recipient should conduct its own due diligence in respect of the contents of this document. To the maximum extent permitted by law, MTM Critical Metals, its directors, officers, employees, advisers, and agents disclaim any or all liability for any loss or damage which may be suffered by any person as a result of the use of, or reliance upon, anything contained within or omitted from this document. This document has been prepared solely for informational purposes. This document does not constitute a prospectus or other form of disclosure document and is not to be construed as a solicitation, invitation or an offer to buy or sell any securities, or related financial instruments, in any jurisdiction. This document is not subject to the disclosure requirements affecting disclosure documents under Chapter 6D of the Corporations Act 2001 (Cth) and has not been approved by any regulatory authority such as the Australian Securities and Investments Commission or the Australian Securities Exchange. The Recipient should not construe the contents of this document as legal, tax, accounting or financial or investment advice or a recommendation. The Recipient should consult its own legal counsel, tax and financial advisors concerning any matter described herein. This document does not purport to be all-inclusive or to contain all of the information that the Recipient may require. No investment, divestment or other financial decisions or actions should be based solely on the information in this document. The distribution of this document may be restricted by law in certain jurisdictions. The Recipient and any other persons who come into possession of the document must inform themselves about, and observe, any such restrictions. Cautionary Statement Regarding Exploration & Development, Values & Forward-Looking Information The tenements comprising the Company’s projects (“Projects”) are at various stages of exploration and development and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration and development of the Projects, or any other tenements that MTM Critical Metals may acquire in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. Specifically, investors are cautioned that the Projects have no reported mineral resources or ore reserves and that the proximity of the Projects to any deposit and any geological similarities with that deposit are no guarantee that the Project will be prospective for an economic reserve. It is a requirement of the ASX Listing Rules that the reporting of exploration results in Australia comply with the Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves (“JORC Code”). Investors outside Australia should note that while exploration results pertaining to the Projects comply with the JORC Code, they may not comply with the relevant guidelines in other countries and, in particular, do not comply with National Instrument 43 101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the “Canadian NI 43 101 Standards”). The figures, valuations, forecasts, estimates, opinions and projections contained herein involve elements of subjective judgment and analysis and assumption. MTM Critical Metals does not accept any liability in relation to any such matters, or to inform the Recipient of any matter arising or coming to the company’s notice after the date of this document which may affect any matter referred to herein. Any opinions expressed in this material are subject to change without notice, including as a result of using different assumptions and criteria. This document may contain forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “expect”, and “intend” and statements than an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions. Forward-looking information is subject to business, legal and economic risks and uncertainties and other factors that could cause actual results to differ materially from those contained in forward-looking statements. Such factors include, among other things, risks relating to property interests, the global economic climate, commodity prices, sovereign and legal risks, and environmental risks. Forwardlooking statements are based upon estimates and opinions at the date the statements are made. To the maximum extent permitted by law, MTM Critical Metals undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the information contained herein. The Recipient should not place undue reliance upon forward-looking statements. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and performance) are based upon the best judgment of MTM Critical Metals from information available as of the date of this document. There is no guarantee that any of these estimates or projections will be achieved. Actual results will vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. MTM Critical Metals, its affiliates, directors, employees and/or agents expressly disclaim any and all liability relating or resulting from the use of all or any part of this document or any of the information contained herein. By accessing or reviewing this document, the Recipient acknowledges and agrees to the "Disclaimer" as detailed above. 2 MTM TO ACQUIRE 100% OF FLASH METALS PTY LTD WEST ARUNTA PROJECT FLASH JOULE HEATING MUKINBUDIN PROJECT DEAL OVERVIEW MTM to acquire 100% of Flash Metals Pty Ltd, owner of three exploration licences in Western Australia’s West Arunta region, immediately adjacent to ground held by WA1 Resources (ASX:WA1) and Encounter Resources (ASXX:ENR). An emerging processing and recycling technology being developed to extract critical metals like REE, nickel, cobalt and lithium from natural mineralisation and from waste material. Located in an emerging exploration hotspot where REE mineralisation has been locally reported by Codrus Minerals (ASX:CDR) and Caprice Resources (ASX:CRS). MTM has agreed to pay Flash: a) A non-refundable $10,000 fee (which has previously been paid). b) *100 million fully paid ordinary shares of MTM and 50 million MTMO quoted options; c) *37m performance rights and 15m unquoted options with an exercise price of $0.25 and an expiry date of 30 December 2026 vesting equally across 3 milestones: 1. Drilling results of >10m at > 1,000ppm total rare earth oxide (“TREO”) and/or >0.5% Nb2O5; 2. JORC inferred resource of > 10MT at > 1,000ppm TREO and/or >0.5% Nb2O5 3. JORC inferred resource of >20MT at > 1,000 ppm TREO and/or >0.5% Nb2O5 *Subject to shareholder approval, which the Company intends to seek at an upcoming EGM at the end of Q1 2024 3 EXCITING ACQUISITION USHERS IN A BOLD VISION Deliver critical minerals directly to the world’s largest markets economically and sustainably. Build a massive inventory of critical minerals in large low sovereign risk markets. Establish environmentally safe and sustainable processing facilities in key markets outside China. Deliver a safe, sustainable business producing critical minerals in multiple diverse locations enabling non fossil fuel energy transition free of political supply chain risks. 4 WEST ARUNTA NIOBIUMREE PROJECT Western Australia, Australia 140km2 Next door to recent niobium-REE carbonatite discoveries by WA1 and Encounter. Located immediately adjacent to tenements held by WA1 Resources Ltd (ASX:WA1) near the Luni Carbonatite Discovery and the Carbonatite Discovery; and Encounter Resources Ltd (ASX:ENR) where niobium-REE mineralised carbonatites have recently been discovered. New acreage acquired from Flash Metals comprises three exploration tenements totalling 140km2. The West Arunta region has emerged as one of Australia’s exploration hotspots with over $60m collectively invested in the district by a number of ASX companies including Rio Tinto (JV with Tali Resources) (ASX:RIO), CGN Resources (ASX:CGR), and IGO Limited (ASX:IGO). 5 MUKINBUDIN NIOBIUMREE PROJECT Western Australia, Australia 74km2 Emerging REE province with significant players including IGO and Rio Tinto. Located 250km northeast of Perth in the South West Mineral Field of Western Australia. E70/6048 lies over the site of the Calcaling Pegmatite and was previously mined for feldspar in a small open pit. Historical reports indicate niobium and REE minerals associated with pegmatites. Immediate priority is to commence compilation of historical data over the tenement areas and commence planning of an exploration program for REE and for lithium. The areas are easily accessible by sealed road from Perth and then via local roads and farming tracks. 6 FLASH JOULE HEATING TECHNOLOGY OPTION Emerging processing and recycling technology shown to extract critical metals like REE, nickel, cobalt and lithium from natural mineralisation and from waste material. Application for treating rare earth mineralisation could unlock immense value from otherwise economically marginal deposits. Exciting recycling application, that has demonstrated the potential to more efficiently recover critical metals including REE, precious metals and battery minerals through the recycling of lithium-ion batteries, ewaste, coal fly ash and bauxite residue. Developed by Rice University in Houston, USA which has had previous ASX successes including Weebit-Nano Ltd (ASX:WBT) and Universal Matter 7 FLASH PATENT APPLICATIONS Patent Title Area of Coverage PCT Filing Date Ultrafast Flash Joule Heating Synthesis Methods and Systems For Performing Same Electronic Waste, CFA, Bauxite PCT/US2021/052043 24/09/2021 Flash Recycling of Batteries Batteries PCT/US2023/065506 7/04/2023 Removal of Heavy Metals From Waste and Uses Thereof CFA and Bauxite for Cement PCT/US2022/015616 8/02/2022 Methods and Systems For the Recovery and Reuse of Conductive Additives for Flash Joule Heating Recycling Carbon Additive for FJH Provisional 14/12/2022 8 WHY PRODUCE CRITICAL MINERALS SUCH AS REE AND LI FROM BATTERIES, EWASTE AND INDUSTRIAL WASTE? Local Supply: Abundant waste sources in key end user markets near infrastructure Environmental Solution: Utilities and government will pay to clean up toxic waste Rapid Scale: Exploration: Scale production quickly and cheaply with low capex and opex No exploration or mining risk and cost Abundant Resource: Secure Supply: The opportunity to build a massive inventory of critical minerals Supply chain certainty and security free of geopolitical risks Sustainable Sourcing: Sustainable supply chain with no waste water issues Upside Process potential: Potential to produce REE oxides, metals and alloys on site 9 FROM MINE TO MAGNET: THE TRADITIONAL PATH Flash Joule Heating can potentially skip the first three steps, which could result in saving hundreds of millions in capex and years in development. MIXED REE CAROBONATE REE OXIDES EXPLORATION CONCENTRATES Build economic resource. First sellable product. 2nd sellable product. E.g. Lynas in Malaysia. DESTINATION PRODUCTS REE MAGNETS REE ALLOYS REE METAL 6th sellable product. 95% made in China. 5th sellable product. Made in China. 4th sellable product. 95% from China. Renewable technology including wind turbines and EV motors. 3rd sellable product. Iluka and Arafura targeting. Attracts major government investment. 10 LAB-SCALE PROCESS IS SCALABLE Lab scale-up has demonstrated 1 kg per day. Universal Matter is producing graphene using the same technology from Rice University and has already scaled to more than 1 tonne per day and is moving towards 3 tonnes per day. 11 MTM CAPITAL STRUCTURE PRE AND POST ACQUISITON Prior to Transaction No of Shares 99,437,086 Market Cap ($ million)1 $8.0 Convertible Note2 15,625,000 Flash Metals Acquisition3 No of Listed Options 52,830,875 No of Unlisted Options 10,250,000 No of Performance Rights 700,000 $1.0 7,812,500 - - 100,000,000 $8.0 50,000,000 15,000,000 37,500,000 Entitlement Offer4 25,000,000 $1.9 12,500,000 - - Placement5 50,000,000 $4.0 25,000,000 - - 290,062,086 $23.2 148,143,375 25,250,000 38,200,000 Capital Raise Total Cash (after costs) EV $6.1m $17.15m 1 Market Capitalisation based on share price of $0.08 per share. 4 1:4 rights issue at $0.08 per share with 1 MTMO option for every 2 new shares. Assuming maximum and Placement. 3 Consideration includes 37,500,000 performance rights and 15,000,000 options which are subject to milestones related to identification of various resources at Flash Metals tenements (Refer ASX announcement dated 19 December 2023). 5 Issued at $0.08 per share with 1 MTMO option for every 2 new shares. Tranche 2 of the Placement and the 2 Shares issued at $0.064 per share being a discount of 20% to the issue price under the Entitlement Offer subscription. issue of the Listed Options remains subject to shareholder approval. - Excludes adviser and director options to be issued in connection with the acquisition and capital raise 12 CONTACT MTM Critical Metals Limited Suite 2, 38 Colin Street, West Perth, WA 6005 Phone 08 6391 0112 | Email info@mtmmetals.com.au ASX:MTM mtmmetals.com.au Lachlan Reynolds Managing Director Follow us www.linkedin.com/company/mtm-critical-metals lachlan.reynolds@mtmmetals.com.au Join the conversation twitter.com/MTMCriticalMet 13