Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On May 18, 2026, the Company entered into a binding Scheme Implementation Deed (SID) under which the Company will acquire all of the issued shares and listed options of European Lithium Ltd. (“European Lithium” or “EUR”) by way of two interdependent schemes of arrangement under Australian law (the “EUR Transaction”). Completion of the EUR Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium which is scheduled to occur on October 22, 2026. The EUR Transaction is expected to be completed in November 2026.
On July 3, 2026, the Company entered into a deed to amend the SID with the principal changes being:
| ● | EUR Shareholders and EUR Optionholders holding 50,000 or fewer EUR Shares or EUR Options (as applicable) on the record date will be given the option to participate in a sale facility whereby the CRML shares they would otherwise be entitled to under the Schemes will be sold on market by a sale agent and the EUR Shareholder or EUR Optionholder (as applicable) will instead receive the net sale proceeds of such sale; |
| ● | the CRML shares issued as Scheme consideration will be issued directly to EUR Shareholders and EUR Optionholders, rather than utilising a CHESS Depository Interest (CDI) structure as had been initially contemplated (and expressly reserved for further determination) under the terms of the May SID. |
On August 19, 2026, the Company entered into a second deed to amend the SID with the principal changes being the introduction of a floating Share Scheme Transaction Ratio, subject to a cap and collar, replacing the previous fixed ratio of 0.035 New CRML Shares for each EUR Share whereby:
| ● | the Share Scheme Transaction Ratio will be determined by reference to the Scheme VWAP, being the average daily VWAP of CRML Shares on NASDAQ over the 20 consecutive NASDAQ Trading Days ending on the second NASDAQ Trading Day before the Share Scheme Meeting; |
| ● | where the Scheme VWAP is at or below the Floor Price (US$8.00), the Maximum Share Scheme Transaction Ratio of 0.045 will apply; |
| ● | where the Scheme VWAP is at or above the Ceiling Price of US$16.00, the Minimum Share Scheme Transaction Ratio of 0.025 will apply; and |
| ● | where the Scheme VWAP is between US$8.00 and US$16.00, the Share Scheme Transaction Ratio will be calculated in accordance with the formula set out in the amended SID, with the ratio adjusting on a linear basis between 0.045 and 0.025. |
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the audited historical consolidated balance sheet of CRML as of June 30, 2026 with the audited historical consolidated balance sheet of European Lithium as of June 30, 2026, giving effect to the EUR Transaction as if it had been consummated as of that date.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2026 combines the audited historical consolidated statement of operations of CRML for the fiscal year ended June 30, 2026, and the audited historical consolidated financial statements of EUR for the fiscal year ended June 30, 2026, giving effect to the EUR Transactions as if it had been consummated as of July 1, 2025, the first day of the earliest period presented.
The historical financial information has been adjusted to give pro forma effect to events that relate to material financing and acquisition transactions consummated or intended after June 30, 2026 which consist of the EUR Transaction. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company.
The historical financial consolidated statements of CRML, and EUR have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The condensed combined pro forma financial information is prepared on an IFRS basis and is presented in US Dollars (“USD”), the reporting currency used by the Company.
The historical financial statements of EUR were originally reported using Australian Dollars (“AUD”) and have been translated into USD to conform to the reporting currency of CRML.
The unaudited pro forma condensed combined financial information is for illustrative purposes only. The actual financial results may have differed had the companies been combined during the periods presented. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies been combined or of the future results that the combined company will experience.
In connection with the EUR Transaction, the acquisition of EUR is an asset acquisition accounted for under IFRS 2 and as a result the 7.5% interest in Tanbreez held by EUR will eliminate the non-controlling interest held by CRML in Tanbreez as an equity transaction under IFRS 10.23 and accounted for as a consolidation in accordance with IFRS 10. In accordance with IFRS 10, changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The subsequent increase in CRML’s ownership interest via the EUR Transaction is reflected as an equity transaction; no gain or loss is recognized in the statement of operations, and the carrying amounts of the controlling interest and the non-controlling interest (“NCI”) are adjusted, reducing the NCI to zero to reflect CRML’s 100% ultimate ownership of Tanbreez.
This information should be read together with the following:
| ● | the historical audited consolidated financial statements of CRML as of June 30, 2026 and 2025 and for the fiscal year ended June 30, 2026, 2025 and 2024; | |
| ● | the historical audited consolidated financial statements of EUR as of and for the fiscal year ended June 30, 2026 and 2025. |
Anticipated Accounting Treatment
EUR Transaction
In connection with the EUR Transaction, the acquisition of EUR will be accounted for as a consolidation, in accordance with IFRS10. CRML will acquire 100% of EUR and, as a result the remaining 7.5% interest in Tanbreez held by EUR, will bring CRML’s total ownership of Tanbreez to 100%. In accordance with IFRS 10.23, changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for strictly as equity transactions (i.e., transactions with owners in their capacity as owners).
Consequently, the acquisition of the remaining 7.5% interest via the EUR Transaction will not result in the recognition of a gain or loss in the statement of operations. Instead, the transaction will adjust the carrying amounts of the controlling interest and reduce the NCI balance to zero, reflecting CRML’s ultimate 100% ownership of Tanbreez.
Accounting Acquirer Determination for EUR Transaction
CRML was determined to be the accounting acquirer in the EUR Transaction under IFRS 10 and IFRS 3. While the application of IFRS 3 involves a higher level of judgement, an evaluation of the relative facts and circumstances favored CRML as the acquirer, specifically:
| ● | existing CRML shareholders are expected to hold a majority of the ordinary shares of the combined company following the EUR Transaction. Under the minimum consideration scenario CRML is anticipated to hold approximately 67% and EUR 33% and under the maximum consideration scenario CRML is anticipated to hold approximately 53% and EUR 47%; |
| ● | the board of directors of CRML following the EUR Transaction is expected to remain identical to the board of directors of CRML prior to the EUR Transactions; and |
| ● | the senior management of CRML following the EUR Transaction is expected to remain identical to the senior management CRML prior to the EUR Transactions. |
Accordingly, EUR is treated as the accounting acquiree.
Asset Acquisition Classification of Stage 2 Acquisition and EUR transaction
In accordance with IFRS 3, the EUR Transaction are accounted for as an asset acquisition rather than a business combination, because EUR lack the substantive inputs and processes required to meet the definition of a business:
| ● | Input –EUR inputs are primarily cash on hand, investment in Tanbreez and investment in CRML. |
| ● | Process –EUR has no significant process in place. |
| ● | Output –EUR’s primary output is linked to its interest in Tanbreez and its CRML investment. |
Because the EUR transaction does not constitute a business combination and the purchase consideration is settled via the issuance of equity instruments, the transaction falls within the scope of IFRS 2 (Share-based Payment) as an equity-settled asset acquisition.
| 2 |
Measurement Basis and Asset/Equity Recognition
In accordance with IFRS 2, the transaction is measured based on the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. CRML recognizes these identifiable items at their acquisition-date fair values, including property, plant, and equipment (PP&E), cash and cash equivalents, and other investments. Equity instruments issued by the Company are recognized as an increase in equity, measured by reference to the fair value of the net assets acquired. Because IFRS 3 does not apply, no goodwill is recognized, total consideration is entirely allocated to the identifiable assets and liabilities based on their relative fair values, and transaction costs are capitalized as part of the initial asset cost basis.
EUR Transaction
Reciprocal Shareholding and Treasury Share Reclassification (IAS 32)
Prior to the closing of the EUR Transaction, EUR will hold a historical investment in CRML. While this investment is initially recognized at fair value as part of the assets acquired via the transaction, under IAS 32 (Financial Instruments: Presentation), an entity is prohibited from recognizing its own equity instruments as a financial asset. Accordingly, the historical CRML shares to be acquired from EUR will be immediately reclassified as treasury shares and presented as a deduction from equity within the condensed combined financial statements, eliminating the reciprocal investment asset against equity.
Replacement Share-Based Payment Awards
As part of the EUR Transaction, the Company will replace existing share-based payment arrangements held by key management personnel (KMPs) of EUR with new equity-settled awards over the shares of CRML.
While the transaction is an asset acquisition outside the scope of IFRS 3, the allocation and modification principles of IFRS 2 are applied to evaluate these replacement awards. The grant-date fair value of the replacement awards is allocated between historical acquisition consideration and post-acquisition employee compensation based on the proportion of the vesting period completed at the acquisition date:
| ● | Pre-Acquisition Service Portion: The portion of the fair value attributable to service periods completed prior to the acquisition is capitalized and included in the cost basis of the assets acquired. |
| ● | Post-Acquisition Service Portion: The portion attributable to remaining vesting periods is recognized as employee compensation expense over the prospective post-acquisition service period. |
The replacement of these awards constitutes a modification under IFRS 2. The Company measures the fair value of the original awards immediately before the replacement and compares it to the fair value of the new awards at the grant date. Any incremental fair value granted is recognized as additional employee compensation expense over the remaining vesting period. The Company recognizes, at minimum, the grant-date fair value of the original awards, provided the original vesting conditions are met.
| 3 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| CRML
(Historical) |
EUR
(Historical) |
Combined before adjustments |
EUR Transaction Accounting Adjustments-Min |
Pro
Forma Combined |
EUR Transaction Accounting Adjustments-Max |
Pro
Forma Combined |
||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 102,476,578 | $ | 204,162,127 | $ | 306,638,705 | $ | - | $ | 306,638,705 | $ | - | $ | 306,638,705 | ||||||||||||||||
| Trade and other receivables | 1,206,085 |
1,284,358 | 2,490,443 | - | 2,490,443 | - | 2,490,443 | |||||||||||||||||||||||
| Prepaid expenses | 938,440 | 43,690 | 982,130 | - | 982,130 | - | 982,130 | |||||||||||||||||||||||
| Indemnification asset | - | 1,181,164 | 1,181,164 | - | 1,181,164 | - | 1,181,164 | |||||||||||||||||||||||
| Short term loans receivable | - | 6,621,899 | 6,621,899 | (5,667,442 | ) | D | 954,457 | (5,667,442 | ) | D | 954,457 | |||||||||||||||||||
| Derivative asset | - | 4,583,779 | 4,583,779 | - | 4,583,779 | - | 4,583,779 | |||||||||||||||||||||||
| Total current assets | 104,621,103 | 217,877,017 | 322,498,120 | (5,667,442 | ) | 316,830,678 | (5,667,442 | ) | 316,830,678 | |||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||
| Restricted cash and other deposits | 15,359,960 | 39,237 | 15,399,197 | - | 15,399,197 | - | 15,399,197 | |||||||||||||||||||||||
| Property and plant and equipment, net | 16,755,765 | 1,019 | 16,756,784 | - | 16,756,784 | - | 16,756,784 | |||||||||||||||||||||||
| Inventory, net | 15,800,000 | - | 15,800,000 | - | 15,800,000 | - | 15,800,000 | |||||||||||||||||||||||
| Deferred exploration and evaluation expenditure | 343,957,052 | - | 343,957,052 | - | 343,957,052 | - | 343,957,052 | |||||||||||||||||||||||
| Investment in joint venture | 7,423,067 | - | 7,423,067 | - | 7,423,067 | - | 7,423,067 | |||||||||||||||||||||||
| Listed and unlisted investments | - | 21,782,165 | 21,782,165 | - | 21,782,165 | - | 21,782,165 | |||||||||||||||||||||||
| Investment in associate | - | 31,328,480 | 31,328,480 | - | 31,328,480 | - | 31,328,480 | |||||||||||||||||||||||
| Investment in associate -Tanbreez | - | 7,177,119 | 7,177,119 | 16,892,021 | A | - | 16,892,021 | A | - | |||||||||||||||||||||
| (24,069,140 | ) | C | (24,069,140 | ) | C | |||||||||||||||||||||||||
| Investment in associate -CRML | - | 466,444,026 | 466,444,026 | 262,137,382 | A | - | (102,153,322 | ) | A | - | ||||||||||||||||||||
| (728,581,408 | ) | B | (364,290,704 | ) | B | |||||||||||||||||||||||||
| Right of use asset | 11,502 | - | 11,502 | - | 11,502 | - | 11,502 | |||||||||||||||||||||||
| Long term loans receivable | - | 803,432 | 803,432 | (803,432 | ) | D | - | (803,432 | ) | D | - | |||||||||||||||||||
| Total non-current assets | 399,307,346 | 527,575,478 | 926,882,824 | (474,424,577 | ) | 452,458,247 | (474,424,577 | ) | 452,458,247 | |||||||||||||||||||||
| Total assets | $ | 503,928,449 | $ | 745,452,495 | $ | 1,249,380,944 | $ | (480,092,019 | ) | $ | 769,288,925 | $ | (480,092,019 | ) | $ | 769,288,925 | ||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||||
| Trade and other payables | $ | 19,210,789 | 2,136,546 | 21,347,335 | - | 21,347,335 | - | 21,347,335 | ||||||||||||||||||||||
| Provisions | 106,392 | - | 106,392 | - | 106,392 | - | 106,392 | |||||||||||||||||||||||
| Lease liability | 6,244 | 1,315 | 7,559 | - | 7,559 | - | 7,559 | |||||||||||||||||||||||
| Funding from related party | 5,671,129 | - | 5,671,129 | (5,671,129 | ) | D | - | (5,671,129 | ) | D | - | |||||||||||||||||||
| Warrants liability | 95,067,012 | - | 95,067,012 | - | 95,067,012 | - | 95,067,012 | |||||||||||||||||||||||
| Total current liabilities | 120,061,566 | 2,137,861 | 122,199,427 | (5,671,129 | ) | 116,528,298 | (5,671,129 | ) | 116,528,298 | |||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||||
| Funding from related party | 803,955 | - | 803,955 | (803,955 | ) | D | - | (803,955 | ) | D | - | |||||||||||||||||||
| Offtake prepayment | 15,000,000 | - | 15,000,000 | - | 15,000,000 | - | 15,000,000 | |||||||||||||||||||||||
| Lease liability | 7,614 | 460 | 8,074 | - | 8,074 | - | 8,074 | |||||||||||||||||||||||
| Deferred tax liability | - | 1,261,437 | 1,261,437 | - | 1,261,437 | - | 1,261,437 | |||||||||||||||||||||||
| Total non-current liabilities | 15,811,569 | 1,261,897 | 17,073,466 | (803,955 | ) | 16,269,511 | (803,955 | ) | 16,269,511 | |||||||||||||||||||||
| Total liabilities | 135,873,135 | 3,399,758 | 139,272,893 | (6,475,084 | ) | 132,797,809 | (6,475,084 | ) | 132,797,809 | |||||||||||||||||||||
| Net Assets | 368,055,314 | 742,052,737 | 1,110,108,051 | (473,616,935 | ) | 636,491,116 | (473,616,935 | ) | 636,491,116 | |||||||||||||||||||||
| EQUITY | ||||||||||||||||||||||||||||||
| Share capital | 629,774,711 | 66,474,147 | 696,248,858 | 954,607,993 | A | 1,650,856,851 | 635,836,974 | A | 1,332,085,832 | |||||||||||||||||||||
| Share premium | - | - | - | - | - | - | - | |||||||||||||||||||||||
| Unissued Capital | 45,734,183 | - | 45,734,183 | - | 45,734,183 | - | 45,734,183 | |||||||||||||||||||||||
| Treasury shares | - | - | - | (728,581,408 | ) | B | (728,581,408 | ) | (364,290,704 | ) | B | (364,290,704 | ) | |||||||||||||||||
| Reserves | 97,532,461 | (7,039,938 | ) | 90,492,523 | 7,039,938 | A | 97,536,671 | 7,039,938 | A | 97,536,671 | ||||||||||||||||||||
| 4,210 | D | 4,210 | D | |||||||||||||||||||||||||||
| Accumulated deficit | (429,055,181 | ) | 682,618,529 | 253,563,348 | (682,618,529 | ) | A | (429,055,181 | ) | (728,138,214 | ) | A | (474,574,866 | ) | ||||||||||||||||
| Non controlling interest | 24,069,140 | (1 | ) | 24,069,139 | 1 | A | - | 1 | A | - | ||||||||||||||||||||
| (24,069,140 | ) | C | (24,069,140 | ) | C | |||||||||||||||||||||||||
| Total equity | $ | 368,055,314 | $ | 742,052,737 | $ | 1,110,108,051 | $ | (473,616,935 | ) | $ | 636,491,116 | $ | (473,616,935 | ) | $ | 636,491,116 | ||||||||||||||
| 4 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED JUNE 30, 2026
| CRML (Historical) | EUR (Historical) | Tanbreez (July 1, 2025 through April 29, 2026) | Combined before adjustments | EUR Transaction Accounting Adjustments -Min | Pro Forma Combined | EUR Transaction Accounting Adjustments -Max | Pro Forma Combined | |||||||||||||||||||||||||||||
| Other income | $ | 1,888,145 | 5,365,024 | 4,982 | 7,258,151 | - | 7,258,151 | - | 7,258,151 | |||||||||||||||||||||||||||
| Fair value gain | - | 4,508,212 | 4,508,212 | - | 4,508,212 | - | 4,508,212 | |||||||||||||||||||||||||||||
| Foreign exchange | 190,100 | (10,767,675 | ) | (2,143,745 | ) | (12,721,320 | ) | - | (12,721,320 | ) | - | (12,721,320 | ) | |||||||||||||||||||||||
| Salaries and wages | (42,169 | ) | (392,789 | ) | (10,874 | ) | (445,832 | ) | - | (445,832 | ) | - | (445,832 | ) | ||||||||||||||||||||||
| Consultants and professional services expenses | (10,618,428 | ) | (5,258,476 | ) | (120,576 | ) | (15,997,480 | ) | - | (15,997,480 | ) | - | (15,997,480 | ) | ||||||||||||||||||||||
| Travel and entertainment | (324,815 | ) | (188,597 | ) | (23,038 | ) | (536,450 | ) | - | (536,450 | ) | - | (536,450 | ) | ||||||||||||||||||||||
| Directors’ fees | (1,070,833 | ) | - | - | (1,070,833 | ) | - | (1,070,833 | ) | - | (1,070,833 | ) | ||||||||||||||||||||||||
| Merger expenses | (2,535,670 | ) | (829,954 | ) | - | (3,365,624 | ) | - | (3,365,624 | ) | - | (3,365,624 | ) | |||||||||||||||||||||||
| Listing expense | (15,500,000 | ) | - | - | (15,500,000 | ) | - | (15,500,000 | ) | - | (15,500,000 | ) | ||||||||||||||||||||||||
| Compliance and regulatory fees | (1,792,127 | ) | (576,525 | ) | (236,327 | ) | (2,604,979 | ) | - | (2,604,979 | ) | - | (2,604,979 | ) | ||||||||||||||||||||||
| Administration expenses | (380,269 | ) | (945,090 | ) | (4,480 | ) | (1,329,839 | ) | - | (1,329,839 | ) | - | (1,329,839 | ) | ||||||||||||||||||||||
| Promotion, IR and PR expenses | (1,468,606 | ) | (174,629 | ) | - | (1,643,235 | ) | - | (1,643,235 | ) | - | (1,643,235 | ) | |||||||||||||||||||||||
| Occupancy | - | (1,460 | ) | - | (1,460 | ) | - | (1,460 | ) | - | (1,460 | ) | ||||||||||||||||||||||||
| Insurance | (1,653,497 | ) | (122,932 | ) | - | (1,776,429 | ) | - | (1,776,429 | ) | - | (1,776,429 | ) | |||||||||||||||||||||||
| Finance costs | (14,986,995 | ) | (3,030,020 | ) | (30,383 | ) | (18,047,398 | ) | - | (18,047,398 | ) | - | (18,047,398 | ) | ||||||||||||||||||||||
| Depreciation expense | (19,443 | ) | (1,498 | ) | (12,378 | ) | (33,319 | ) | - | (33,319 | ) | - | (33,319 | ) | ||||||||||||||||||||||
| Share of net losses of JV accounted for using the equity method | (1,054,949 | ) | (87,638,533 | ) | - | (88,693,482 | ) | 87,638,533 | BB | - | 87,638,533 | BB | - | |||||||||||||||||||||||
| 1,054,949 | EE | 1,054,949 | EE | |||||||||||||||||||||||||||||||||
| Share of net losses of associate | (70,682 | ) | - | - | (70,682 | ) | - | (70,682 | ) | - | (70,682 | ) | ||||||||||||||||||||||||
| Depreciation expense – leased assets | (10,953 | ) | (17,634 | ) | - | (28,587 | ) | - | (28,587 | ) | - | (28,587 | ) | |||||||||||||||||||||||
| Impairment of investments in associate | (279,386 | ) | (110,521,982 | ) | - | (110,801,368 | ) | 110,521,982 | BB | (279,386 | ) | 110,521,982 | BB | (279,386 | ) | |||||||||||||||||||||
| Exploration expenditure expensed | (272,807 | ) | (124,702 | ) | - | (397,509 | ) | - | (397,509 | ) | - | (397,509 | ) | |||||||||||||||||||||||
| Loss on fair value of warrants | (120,872,053 | ) | - | - | (120,872,053 | ) | - | (120,872,053 | ) | - | (120,872,053 | ) | ||||||||||||||||||||||||
| Gain on Derecognition of Warrants | 10,918,539 | - | - | 10,918,539 | - | 10,918,539 | - | 10,918,539 | ||||||||||||||||||||||||||||
| Gain (Loss) on Extinguishment of Liability | (2,170,000 | ) | (69,924 | ) | - | (2,239,924 | ) | - | (2,239,924 | ) | - | (2,239,924 | ) | |||||||||||||||||||||||
| Net loss on disposals and deemed disposal of shares | - | (13,795,642 | ) | - | (13,795,642 | ) | 13,795,642 | BB | - | 13,795,642 | BB | - | ||||||||||||||||||||||||
| Gain on Deconsolidation of CRML | - | 864,396,188 | - | 864,396,188 | (864,396,188 | ) | BB | - | (864,396,188 | ) | BB | - | ||||||||||||||||||||||||
| Gain on Deconsolidation – Recycling of FX Translation Reserve | - | 1,749,399 | - | 1,749,399 | (1,749,399 | ) | BB | - | (1,749,399 | ) | BB | - | ||||||||||||||||||||||||
| CRML Expenses (pre-deconsolidation) | - | (10,641,602 | ) | - | (10,641,602 | ) | 10,641,602 | BB | - | 10,641,602 | BB | - | ||||||||||||||||||||||||
| Exploration Expenditure Impairment | - | (561,688 | ) | - | (561,688 | ) | - | (561,688 | ) | - | (561,688 | ) | ||||||||||||||||||||||||
| Share based payments to directors and management | (65,994,203 | ) | (7,190,330 | ) | - | (73,184,533 | ) | (35,664,210 | ) | CC | (101,658,413 | ) | (42,270,249 | ) | CC | (108,264,452 | ) | |||||||||||||||||||
| 7,190,330 | CC | 7,190,330 | CC | |||||||||||||||||||||||||||||||||
| Gain on fair value of financial assets through profit or loss | 8,190,534 | - | 8,190,534 | - | 8,190,534 | - | 8,190,534 | |||||||||||||||||||||||||||||
| Day 1 loss on acquisition | - | - | - | - | - | - | (45,519,685 | ) | DD | (45,519,685 | ) | |||||||||||||||||||||||||
| Impairment | - | 473,227 | - | 473,227 | - | 473,227 | - | 473,227 | ||||||||||||||||||||||||||||
| Other expenses | (122,668 | ) | 62,937 | (24,615 | ) | (84,346 | ) | - | (84,346 | ) | - | (84,346 | ) | |||||||||||||||||||||||
| Profit/(loss) before income tax | (228,243,769 | ) | 631,893,839 | (2,601,434 | ) | 401,048,636 | (670,966,759 | ) | (267,316,689 | ) | (723,092,483 | ) | (322,043,847 | ) | ||||||||||||||||||||||
| Income tax expense | - | (1,240,641 | ) | (1,240,641 | ) | (1,240,641 | ) | (1,240,641 | ) | |||||||||||||||||||||||||||
| Profit/(loss) after tax | (228,243,769 | ) | 630,653,198 | (2,601,434 | ) | 399,807,995 | (670,966,759 | ) | (268,557,330 | ) | (723,092,483 | ) | (323,284,488 | ) | ||||||||||||||||||||||
| Net income (loss) attributed to non-controlling interest | (44,259 | ) | (4,378,424 | ) | (4,422,683 | ) | 4,422,683.00 | AA | - | 4,422,683 | AA | - | ||||||||||||||||||||||||
| Net income (loss) attributed to CRML | $ | (228,199,510 | ) | 635,031,622 | (2,601,434 | ) | 404,230,678 | (675,389,442 | ) | (268,557,330 | ) | (727,515,166 | ) | (323,284,488 | ) | |||||||||||||||||||||
| Other comprehensive income, net of income tax | ||||||||||||||||||||||||||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | (9,082,726 | ) | (36,150,801 | ) | (45,233,527 | ) | - | (45,233,527 | ) | - | (45,233,527 | ) | ||||||||||||||||||||||||
| Other comprehensive (loss)/profit for the period, net of income tax | (9,082,726 | ) | (36,150,801 | ) | - | (45,233,527 | ) | - | (45,233,527 | ) | - | (45,233,527 | ) | |||||||||||||||||||||||
| Total comprehensive (loss)/profit for the period | $ | (237,326,495 | ) | 594,502,397 | (2,601,434 | ) | 354,574,468 | (670,966,759 | ) | (313,790,857 | ) | (723,092,483 | ) | (368,518,015 | ) | |||||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 127,218,426 | 167,362,052 | ||||||||||||||||||||||||||||||||||
| Pro forma earnings per share - basic and diluted | $ | (2.11 | ) | $ | (1.93 | ) | ||||||||||||||||||||||||||||||
| 5 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Description of the Business Combination
On May 18, 2026, the Company entered into a binding Scheme Implementation Deed (“SID”) under which the Company will acquire all of the issued shares and listed options of European Lithium Ltd. (“European Lithium” or “EUR”) by way of two interdependent schemes of arrangement under Australian law (the “EUR Transaction”). Completion of the EUR Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium which is scheduled to occur on October 22, 2026. The EUR Transaction is expected to be completed in November 2026.
On July 3, 2026, the Company entered into a deed to amend the SID with the principal changes being:
| ● | EUR Shareholders and EUR Optionholders holding 50,000 or fewer EUR Shares or EUR Options (as applicable) on the record date will be given the option to participate in a sale facility whereby the CRML shares they would otherwise be entitled to under the Schemes will be sold on market by a sale agent and the EUR Shareholder or EUR Optionholder (as applicable) will instead receive the net sale proceeds of such sale; |
| ● | the CRML shares issued as Scheme consideration will be issued directly to EUR Shareholders and EUR Optionholders, rather than utilising a CHESS Depository Interest (CDI) structure as had been initially contemplated (and expressly reserved for further determination) under the terms of the May SID. |
On August 19, 2026, the Company entered into a second deed to amend the SID with the principal changes being the introduction of a floating Share Scheme Transaction Ratio, subject to a cap and collar, replacing the previous fixed ratio of 0.035 New CRML Shares for each EUR Share whereby:
| ● | the Share Scheme Transaction Ratio will be determined by reference to the Scheme VWAP, being the average daily VWAP of CRML Shares on NASDAQ over the 20 consecutive NASDAQ Trading Days ending on the second NASDAQ Trading Day before the Share Scheme Meeting; |
| ● | where the Scheme VWAP is at or below the Floor Price (US$8.00), the Maximum Share Scheme Transaction Ratio of 0.045 will apply; |
| ● | where the Scheme VWAP is at or above the Ceiling Price of US$16.00, the Minimum Share Scheme Transaction Ratio of 0.025 will apply; and |
| ● | where the Scheme VWAP is between US$8.00 and US$16.00, the Share Scheme Transaction Ratio will be calculated in accordance with the formula set out in the amended SID, with the ratio adjusting on a linear basis between 0.045 and 0.025. |
In connection with the EUR Transaction, CRML intends to acquire 100% of EUR. As a result of the acquisition of EUR Transaction, CRML will acquire the remaining 7.5% minority interest held in Tanbreez a consolidated subsidiary of CRML, resulting in CRML holding a 100% ultimate ownership interest in Tanbreez and EUR.
Corporate Governance & Management
In connection with the asset acquisition in the EUR Transaction, the Company will replace existing share-based payment arrangements held by key management personnel (KMPs) of EUR with new equity-settled awards over the shares of CRML.
Note 2 — Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, gives pro forma effect to the EUR Transaction as if they had been consummated on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the fiscal year ended June 30, 2026, give pro forma effect to the transactions as if they had been consummated on July 1, 2025, the earliest period presented.
| 6 |
The historical financial statements of CRML, EUR have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The condensed combined pro forma financial information reflects IFRS and is presented in US Dollars (“USD”).
To prepare the pro forma financial information, the historical financial statements of EUR were originally reported using Australian Dollars (“AUD”) and have been translated into USD to conform to the reporting metrics of CRML:
The unaudited pro forma condensed combined financial information gives effect to the transaction under two potential consideration scenarios based on the exchange ratio range set forth in the SID:
| ● | Minimum Consideration Scenario (Exchange Ratio: 0.025): Assumes the minimum share consideration is issued using an exchange ratio of 0.025 of ordinary shares for each European Lithium share. Under this scenario, a total of approximately 50,449,132 net ordinary shares (which include 2,250,000 shares issued for replacement performance rights) will be issued, representing an aggregate equity consideration of $781.16 million (based on an assumed price per share of $16.00 which is the lowest share price at which the 0.025 exchange ratio becomes applicable, the 0.025 exchange ratio applies if the VWAP is $16 or more). |
| ● | Maximum Consideration Scenario (Exchange Ratio: 0.045): Assumes the maximum share consideration is issued using an exchange ratio of 0.045 of ordinary shares for each European Lithium share. Under this scenario, a total of approximately 90,592,758 net Ordinary Shares (which include 4,050,000 shares issued for replacement performance rights) will be issued, representing an aggregate equity consideration of $702.31 million (based on an assumed price per share of $8.00 which is the highest share price at which the 0.045 exchange ratio becomes applicable, the 0.045 exchange ratio applies if the VWAP is $8 or less ). |
The actual number of shares to be issued at closing will be determined based on the final exchange ratio specified in accordance with the SID upon consummation of the EUR Transaction.
On April 29, 2026, CRML completed the acquisition of a 50.5% ownership interest in Tanbreez Mining Greenland A/S (“Tanbreez”), which increased the CRML’s ownership in Tanbreez from 42% to 92.5%. The results of the operations of the CRML for the year ended June 30, 2026 included consolidation of the results of the operations of Tanbreez since April 29, 2026, as well as share of the losses of Tanbreez recorded under equity method of accounting for the period form July 1, 2025 to April 29, 2026 of $1,054,949. The amounts included in the column “Tanbreez (July 1, 2025 through April 29, 2026)” included in the pro-forma results of operations represent addition of results of the operations of Tanbreez for the period from July 1, 2025 through April 29, 2026.
The historical financial information has been adjusted to give pro forma effect to the EUR Transaction. The adjustments are presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation. The pro forma information is for illustrative purposes only and is not necessarily indicative of the historical results that would have been achieved or the future results that the combined company will experience.
| 7 |
Note 3 — Accounting for the Asset Acquisitions
Basis of Consolidation and Control Assessment
In connection with the EUR Transaction, CRML’s intended acquisition of EUR will result in the Company acquiring the remaining 7.5% interest, bringing CRML’s total ownership of Tanbreez to 100%. In accordance with IFRS 10.23, changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for strictly as equity transactions (i.e., transactions with owners in their capacity as owners).
Consequently, the acquisition of the remaining 7.5% interest via EUR will not result in the recognition of a gain or loss in the statement of operations. Instead, the transaction will adjust the carrying amounts of the controlling interest and reduce the NCI balance to zero, reflecting CRML’s ultimate 100% ownership of Tanbreez and of EUR.
Accounting Acquirer Determination
CRML was determined to be the accounting acquirer under IFRS 10 and IFRS 3. While the application of IFRS 3 involves a higher level of judgement, an evaluation of the relative facts and circumstances favored CRML as the acquirer, specifically: relative voting rights post-transaction (Under the minimum consideration scenario CRML is anticipated to hold approximately 67% and EUR 33% and under the maximum consideration scenario CRML is anticipated to hold approximately 53% and EUR 47%), the composition of the combined governing body, the selection of senior executive management, the relative size of the entities, and underlying terms of exchange. Accordingly, EUR is treated as the accounting acquiree.
Measurement Basis and Asset/Equity Recognition
In accordance with IFRS 2, the EUR Transaction is measured based on the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. CRML recognizes these identifiable items at their acquisition-date fair values, including property, plant, and equipment (PP&E), cash and cash equivalents, and other investments. Equity instruments issued by the Company are recognized as an increase in equity, measured by reference to the fair value of the net assets acquired. Because IFRS 3 does not apply, no goodwill is recognized; total consideration is entirely allocated to the identifiable assets and liabilities based on their relative fair values, and transaction costs are capitalized as part of the initial asset cost basis.
Reciprocal Shareholding and Treasury Share Reclassification (IAS 32)
Prior to the transaction, EUR held an historical investment in CRML. While this investment is initially recognized at fair value as part of the assets acquired via the transaction, under IAS 32 (Financial Instruments: Presentation), an entity is prohibited from recognizing its own equity instruments as a financial asset. Accordingly, the historical CRML shares acquired from EUR are immediately reclassified as treasury shares and presented as a deduction from equity within the condensed combined financial statements, eliminating the reciprocal investment asset against equity.
Replacement Share-Based Payment Awards
As part of the EUR Transaction, the Company will replace existing share-based payment arrangements held by key management personnel (KMPs) of EUR with new equity-settled awards over the shares of CRML.
While the EUR Transaction is an asset acquisition outside the scope of IFRS 3, the allocation and modification principles of IFRS 2 are applied to evaluate these replacement awards. The grant-date fair value of the replacement awards is allocated between historical acquisition consideration and post-acquisition employee compensation based on the proportion of the vesting period completed at the acquisition date:
| ● | Pre-Acquisition Service Portion: The portion of the fair value attributable to service periods completed prior to the acquisition is capitalized and included in the cost basis of the assets acquired. |
| ● | Post-Acquisition Service Portion: The portion attributable to remaining vesting periods is recognized as employee compensation expense over the prospective post-acquisition service period. |
| 8 |
In connection with the EUR Transaction, certain outstanding share-based payment awards of the EUR held by employees/grantees are being exchanged for replacement share-based payment awards of CRML. Although IFRS 2 is the applicable basis of accounting for the EUR transaction IFRS 3 paragraph B56-B62 are applied by analogy only. In accordance with IFRS 3 Business Combinations (specifically paragraphs 56–58 and B56–B62), the market-based measure of the replacement awards is allocated between consideration transferred for the acquiree (pre-combination service) and post-combination remuneration expense. Although the EUR Transaction does not fall under the scope of IFRS 3, as this is an asset acquisition, the principles under IFRS 3 were used to determine the accounting approach for the share-based payments awards replaced.
The table below sets forth, under each consideration scenario, (i) the number of replacement instruments issued, (ii) the fair value/market-based measure of the original and replacement awards, including the valuation date and valuation source/methodology, (iii) the allocation between consideration transferred and post-acquisition expense, and (iv) the amount of any incremental fair value:
Min Consideration Scenario
| Tranche | Number of EUR performance rights | Fair value of original award at modification date (USD) | Number of CRML replacement awards | Fair
value of replacement (USD) | Amount allocated to consideration | Amount allocated to post-acquisition expense | Incremental value of the replacement awards | |||||||||||||||||||||
| A | 45,000,000 | 3,164,740 | 1,125,000 | 18,000,000 | 2,059,467 | 15,940,533 | 14,835,260 | |||||||||||||||||||||
| B | 45,000,000 | 6,103,881 | 1,125,000 | 18,000,000 | 2,077,405 | 15,922,595 | 11,896,119 | |||||||||||||||||||||
| C | 45,000,000 | 5,344,471 | 1,125,000 | 3,128,175 | 1,818,946 | 1,309,229 | (2,216,296 | ) | ||||||||||||||||||||
| D | 45,000,000 | 6,447,046 | 1,125,000 | 4,332,375 | 1,484,253 | 2,848,122 | (2,114,671 | ) | ||||||||||||||||||||
| E | 45,000,000 | 6,053,042 | 1,125,000 | 4,003,650 | 1,393,545 | 2,610,105 | (2,049,392 | ) | ||||||||||||||||||||
| F | 45,000,000 | 6,523,305 | 1,125,000 | 4,794,188 | 1,135,441 | 3,658,747 | (1,729,117 | ) | ||||||||||||||||||||
| Total | 270,000,000 | 33,636,485 | 6,750,000 | 52,258,388 | 9,969,057 | 42,289,331 | 18,621,903 | |||||||||||||||||||||
Max Consideration Scenario
| Tranche | Number of EUR performance rights | Fair value of original award at modification date (USD) | Number of CRML replacement awards | Fair
value of replacement (USD) | Amount allocated to consideration | Amount allocated to post-acquisition expense | Incremental value of the replacement awards | |||||||||||||||||||||
| A | 45,000,000 | 3,164,740 | 2,025,000 | 16,200,000 | 2,059,467 | 14,140,533 | 13,035,260 | |||||||||||||||||||||
| B | 45,000,000 | 6,103,881 | 2,025,000 | 16,200,000 | 2,077,405 | 14,122,595 | 10,096,119 | |||||||||||||||||||||
| C | 45,000,000 | 5,344,471 | 2,025,000 | 9,539,775 | 1,818,946 | 7,720,829 | 4,195,304 | |||||||||||||||||||||
| D | 45,000,000 | 6,447,046 | 2,025,000 | 10,616,265 | 1,484,253 | 9,132,012 | 4,169,219 | |||||||||||||||||||||
| E | 45,000,000 | 6,053,042 | 2,025,000 | 10,054,328 | 1,393,545 | 8,660,783 | 4,001,286 | |||||||||||||||||||||
| F | 45,000,000 | 6,523,305 | 2,025,000 | 10,830,105 | 1,135,441 | 9,694,664 | 4,306,800 | |||||||||||||||||||||
| Total | 270,000,000 | 33,636,485 | 12,150,000 | 73,440,473 | 9,969,057 | 63,471,416 | 39,803,988 | |||||||||||||||||||||
Purchase Price Allocation (PPA) – Min Consideration Scenario
The fair value of EUR’s identifiable net assets was determined as follows:
| (In shares) Minimum | EUR | |||
| EUR shares currently on issue | 1,726,231,616 | |||
| EUR listed options | 199,550,870 | |||
| EUR unlisted options | 2,182,787 | |||
| EUR performance rights | 90,000,000 | |||
| Total | 2,017,965,273 | |||
| Exchange ratio | 0.0250 | |||
| EUR shareholders to be issued shares in CRML | 50,449,132 | |||
| 9 |
| (In USD thousands) | Est
Fair Value |
|||
| Consideration: | ||||
| Shares issues 50,449,132 (1)(2) | $ | 781,155 | ||
| Total Consideration Paid | $ | 781,155 | ||
| Cash & Cash Equivalents | $ | 204,162 | ||
| Trade and other receivables | 1,284 | |||
| Prepaid expenses | 44 | |||
| Indemnification Assets | 1,181 | |||
| Short term loan receivables | 6,622 | |||
| Convertible note | 4,584 | |||
| Restricted cash and other deposits | 39 | |||
| Property Plant & Equipment | 1 | |||
| Listed and unlisted investments | 21,782 | |||
| Investment in associates | 31,329 | |||
| Investment in Tanbreez | 24,069 | |||
| Investment in CRML | 728,581 | |||
| Long term loan receivable | 804 | |||
| Total Assets Acquired | 1,024,482 | |||
| Liabilities Assumed | (3,400 | ) | ||
| Net Assets Acquired | $ | 1,021,082 | ||
| Difference allocated to share capital | $ | 239,927 | ||
| (1) | Includes 48,199,132 shares valued at $16.00 based on the assumed price per share of $16.00 which is the lowest share price at which the 0.025 exchange ratio becomes applicable for estimated fair value of $771,186,109. |
| (2) | Includes the portion of replacement rights that is part of the consideration. The portion of the replacement rights that is part of the consideration is determined based on the fair value of the original grant at acquisition date and the services provided up till acquisition date which is valued at $9,969,057. |
Under the minimum consideration scenario, the fair value of net assets exceeds the fair value of consideration by $239,926,974. IFRS 2 does not address the accounting for this scenario. However, under IFRS 9 Financial Instruments, financial assets must be recognized at their fair values on initial recognition. Normally, any day 1 losses for financial assets with quoted prices are recognized in profit or loss immediately. However, a significant portion of the assets acquired being 71% of the assets being acquired is CRML’s own shares, the excess of fair value of net assets acquired have been recognized in equity.
| 10 |
Purchase Price Allocation (PPA) – Max Consideration Scenario
The fair value of EUR’s identifiable net assets was determined as follows:
| (In shares) Maximum | EUR | |||
| EUR shares currently on issue | 1,726,231,616 | |||
| EUR listed options | 194,797,880 | |||
| EUR unlisted options | 2,142,904 | |||
| EUR performance rights | 90,000,000 | |||
| Total | 2,013,172,400 | |||
| Exchange ratio | 0.0450 | |||
| EUR shareholders to be issued shares in CRML | 90,592,758 | |||
| (In USD thousands) | Est Fair Value | |||
| Consideration: | ||||
| Shares issues 90,592,758 (1)(2) | $ | 702,311 | ||
| Total Consideration Paid | $ | 702,311 | ||
| Cash & Cash Equivalents | $ | 204,162 | ||
| Trade and other receivables | 1,284 | |||
| Prepaid expenses | 44 | |||
| Indemnification Assets | 1,181 | |||
| Short term loan receivables | 6,622 | |||
| Convertible note | 4,584 | |||
| Restricted cash and other deposits | 39 | |||
| Property Plant & Equipment | 1 | |||
| Listed and unlisted investments | 21,782 | |||
| Investment in associates | 31,329 | |||
| Investment in Tanbreez | 24,069 | |||
| Investment in CRML | 364,291 | |||
| Long term loan receivable | 804 | |||
| Total Assets Acquired | 660,192 | |||
| Liabilities Assumed | (3,400 | ) | ||
| Net Assets Acquired | $ | 656,792 | ||
| Difference recognized as day 1 loss | $ | (45,519 | ) | |
| (1) | Includes 86,542,758 shares valued at $8.00 based on the assumed price per share of $8.00 which is the highest share price at which the 0.045 exchange ratio becomes applicable for estimated fair value of $692,342,064. |
| (2) | Includes the portion of replacement rights that is part of the consideration. The portion of the replacement rights that is part of the consideration is determined based on the fair value of the original grant at acquisition date and the services provided up till acquisition date which is valued at $9,969,057. |
Under the maximum consideration scenario, the fair value of consideration exceeds the fair value of net assets by $45,519,685.
The difference between the total consideration paid less the net assets acquired is recognized in profit or loss in accordance with IFRS 2.13A.
| 11 |
Note 4 — EUR Conversion and Presentation Alignment from AUD to USD
The historical financial information of EUR has been prepared in Australian Dollars (AUD) and is being converted to US Dollars (USD) for the purposes of the unaudited pro forma condensed consolidated financial information to conform with the historical financial information of CRML.
| As of June 30, 2026 (in thousands) | IFRS before conversion (in AUD) | AUD to USD Exchange Rate as of June 30, 2026 | IFRS after conversion to (in USD) | |||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 296,295 | 0.68905 | $ | 204,162 | |||||||
| Trade and other receivable | 1,864 | 0.68905 | 1,284 | |||||||||
| Prepaid expenses | 64 | 0.68905 | 44 | |||||||||
| Indemnification assets | 1,714 | 0.68905 | 1,181 | |||||||||
| Short Term Loans Receivable | 9,610 | 0.68905 | 6,622 | |||||||||
| Derivative asset | 6,652 | 0.68905 | 4,584 | |||||||||
| Total current assets | 316,199 | 0.68905 | 217,877 | |||||||||
| Listed and unlisted investments | 31,612 | 0.68905 | 21,782 | |||||||||
| Investment in associate | 45,466 | 0.68905 | 31,328 | |||||||||
| Investment in Tanbreez | 10,416 | 0.68905 | 7,177 | |||||||||
| Investment in CRML | 676,938 | 0.68905 | 466,444 | |||||||||
| Property, plant and equipment | 1 | 0.68905 | 1 | |||||||||
| Restricted cash and other deposits | 57 | 0.68905 | 39 | |||||||||
| Long-term loans receivable | 1,166 | 0.68905 | 804 | |||||||||
| Total assets | $ | 1,081,855 | $ | 745,452 | ||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | $ | 3,101 | 0.68905 | $ | 2,137 | |||||||
| Lease liability | 2 | 0.68905 | 1 | |||||||||
| Total current liabilities | 3,103 | 0.68905 | 2,138 | |||||||||
| Long term lease liability | 1 | 0.68905 | 1 | |||||||||
| Deferred tax liability | 1,830 | 0.68905 | 1,261 | |||||||||
| Total liabilities | 4,934 | 0.68905 | 3,400 | |||||||||
| Net assets | $ | 1,076,921 | $ | 742,052 | ||||||||
| EQUITY | ||||||||||||
| Share capital | 104,839 | 66,474 | ||||||||||
| Reserves | (22,284 | ) | (7,040 | ) | ||||||||
| Noncontrolling interest | (1 | ) | (1 | ) | ||||||||
| Retained earnings | 994,367 | 682,619 | ||||||||||
| Total equity | $ | 1,076,921 | $ | 742,052 | ||||||||
| 12 |
| For the Year Ended June 30, 2026 (in thousands) | IFRS before conversion (in AUD) |
AUD
to USD Average Exchange Rate for the year ended June 30, 2026 |
IFRS after conversion to (USD) |
|||||||||
| Other income | $ | 7,917 | 0.6777 | $ | 5,365 | |||||||
| Operating expenses | ||||||||||||
| Fair value gain | 6,652 | 0.6777 | 4,509 | |||||||||
| Net loss on disposals and deemed disposal of shares | (20,357 | ) | 0.6777 | (13,796 | ) | |||||||
| Gain on deconsolidation | 1,275,503 | 0.6777 | 864,396 | |||||||||
| Gain on deconsolidation - recycling of FX | 2,581 | 0.6777 | 1,749 | |||||||||
| Employee benefits expense | (580 | ) | 0.6777 | (393 | ) | |||||||
| Depreciation and amortization expense | (2 | ) | 0.6777 | (1 | ) | |||||||
| Depreciation and amortization expense – leased assets | (26 | ) | 0.6777 | (18 | ) | |||||||
| Finance expenses | (4,471 | ) | 0.6777 | (3,030 | ) | |||||||
| Exploration expenditure expensed | (184 | ) | 0.6777 | (125 | ) | |||||||
| Exploration expenditure impairment | (829 | ) | 0.6777 | (562 | ) | |||||||
| Consulting fees | (7,759 | ) | 0.6777 | (5,258 | ) | |||||||
| Travel expenses | (278 | ) | 0.6777 | (189 | ) | |||||||
| Regulatory and compliance costs | (851 | ) | 0.6777 | (577 | ) | |||||||
| Gain on fair value of financial assets through profit or loss | 12,086 | 0.6777 | 8,191 | |||||||||
| Share based payment expense | (10,610 | ) | 0.6777 | (7,190 | ) | |||||||
| Share of net losses of associate accounted for using the equity method | (129,319 | ) | 0.6777 | (87,639 | ) | |||||||
| Merger expenses | (1,225 | ) | 0.6777 | (830 | ) | |||||||
| Gain/(loss) on extinguishment of liability | (103 | ) | 0.6777 | (70 | ) | |||||||
| Foreign exchange gain/(loss) | (15,889 | ) | 0.6777 | (10,768 | ) | |||||||
| Administration expenses | (1,395 | ) | 0.6777 | (945 | ) | |||||||
| Promotion / IR / PR | (258 | ) | 0.6777 | (175 | ) | |||||||
| Insurance | (181 | ) | 0.6777 | (123 | ) | |||||||
| Impairment of convertible notes | 698 | 0.6777 | 473 | |||||||||
| Impairment of investment in associates | (163,086 | ) | 0.6777 | (110,522 | ) | |||||||
| Occupancy | (2 | ) | 0.6777 | (1 | ) | |||||||
| Share of CRML expenses for the period to deconsolidation | (15,703 | ) | 0.6777 | (10,642 | ) | |||||||
| Other expense | 93 | 0.6777 | 63 | |||||||||
| Profit/(loss) before income tax | 932,422 | 631,892 | ||||||||||
| Income tax expense | (1,831 | ) | 0.6777 | (1,241 | ) | |||||||
| Profit/(loss) after tax from continuing operations | $ | 930,591 | $ | 630,651 | ||||||||
| Other comprehensive loss | (53,344 | ) | 0.6777 | (36,151 | ) | |||||||
| Total comprehensive income | $ | 877,247 | $ | 594,500 | ||||||||
| 13 |
Note 5 — Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of June 30, 2026
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
EUR Transaction Accounting Adjustments
| A. | Reflects the financial effects of the closing of the EUR Transaction and the transition to full consolidation of the underlying net assets. Management evaluated the acquisition under IFRS 3 Business Combinations and concluded that the acquired entity did not constitute a business, as it lacked substantive processes and outputs. Accordingly, the transaction has been accounted for as an asset acquisition settled through the issuance of equity instruments within the scope of IFRS 2 Share-based Payment. In accordance with IFRS 2, the transaction was measured based on the fair value of the identifiable net assets received, assuming the transaction closed on June 30, 2026. The accounting mechanics and consolidation adjustments are applied as follows: |
Minimum Consideration
| ● | Equity Consideration: Initial share consideration consists of 50,449,132 ordinary shares (which include 2,250,000 shares issued for replacement performance rights) with an implied contract value of $781.16 million. IFRS 2 does not address the accounting for this scenario where the net assets acquired is greater than the fair value of the consideration paid. However, under IFRS 9 Financial Instruments, financial assets must be recognized at their fair values on initial recognition. Normally, any day 1 losses for financial assets with quoted prices are recognized in profit or loss immediately. However, a significant portion of the assets acquired being 71% of the assets being acquired is CRML’s own shares, the excess of fair value of net assets acquired have been recognized in equity. Consequently, the share capital credit was adjusted by $239.93 million to match the $1,021.08 million net asset valuation. |
| ● | Elimination of Historical Equity and Non-Controlling Interest: To reflect the capital structure of the combined legal entity and avoid double-counting, the historical equity accounts of the acquired entity were eliminated upon consolidation, including Share Capital of $66.47 million, Reserves of $7.04 million, and retained earnings of $682.62 million. Additionally, the historical non-controlling interest of $1 held by European Lithium Limited (“EUR”) was eliminated to reflect that the entity is now a 100%-owned, fully consolidated subsidiary of the Company. |
Maximum Consideration
| ● | Equity Consideration: Initial share consideration consists of 90,592,758 ordinary shares (which include 4,050,000 shares issued for replacement performance rights)with an implied contract value of $702.31 million. Because the fair value of the identifiable net assets acquired was determined to be $656.80 million, the transaction value was measured by reference to the fair value of the assets received in accordance with IFRS 2.13A. Consequently, the amount of $45.52 million was expensed as day 1 loss on acquisition. |
| ● | Elimination of Historical Equity and Non-Controlling Interest: To reflect the capital structure of the combined legal entity and avoid double-counting, the historical equity accounts of the acquired entity were eliminated upon consolidation, including Share Capital of $66.47 million, Reserves of $7.04 million, and retained earnings of $682.62 million. Additionally, the historical non-controlling interest of $1 held by European Lithium Limited (“EUR”) was eliminated to reflect that the entity is now a 100%-owned, fully consolidated subsidiary of the Company. |
| B. | Reflects the elimination of the EUR held historical investment in CRML. While this investment is initially recognized at fair value as part of the assets acquired via the transaction, under IAS 32 (Financial Instruments: Presentation), an entity is prohibited from recognizing its own equity instruments as a financial asset. Accordingly, the historical CRML shares acquired from EUR are immediately reclassified as treasury shares and presented as a deduction from equity within the condensed combined financial statements, eliminating the reciprocal investment asset against equity. | |
| C. | Reflects the elimination of both the NCI held by CRML in Tanbreez and the EUR investment in the Tanbreez. According to IFRS 10.B96, any difference between the consideration paid (the book value of the investment in the acquired entity) and the carrying amount of the NCI adjusted must be recognized directly in equity (attributable to the parent). |
| D. | Reflects the elimination of intercompany loan balances between EUR, Tanbreez, and CRML, comprising a $5.67 million short-term receivable/payable and a $0.80 million long-term receivable/payable. The adjustment also includes the recognition of $4,210 in foreign exchange translation reserves resulting from currency translation differences between EUR (denominated/presented in AUD) and CRML (presented in USD). |
| 14 |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for Year Ended June 30, 2026
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
| EUR Transaction Accounting Adjustments |
| (AA) | To remove the impact of CRML non-controlling interest carried on EUR and Tanbreez non-controlling interest carried on CRML. |
| (BB) | To eliminate $643.55 million of historical net gains, representing gains on deconsolidating of $866.15 million (gain on deconsolidation – recycling of FX translation reserves of $1.75 million and gain on deconsolidation of CRML of $864.40 million), less losses and expenses of $222.60 million (historical equity-method share of loss of $87.6 million, investment impairments of $110.5 million, net loss on disposal of shares of $13.80 million, CRML expenses pre deconsolidation of $10.64 million). Following the EUR Transaction, CRML is fully consolidated into the financial results of the Combined Company. Accordingly, EUR’s historically recognized gains/losses, are eliminated to prevent double-counting of CRML’s historical operating losses, which are already directly included within CRML’s historical financial statements. |
| (CC) | To recognize share-based compensation related to the EUR performance rights replaced with CRML performance rights that vested immediately upon acquisition date, and the first 12 months of post-acquisition expense for Tranches C – F replacement warrants. To avoid double counting, the share-based payment expense of $7,190,330 recognized in EUR for these share-based payment awards have been reversed. |
Minimum consideration scenario
| Tranche | Issued | Date of issue | Condition | Original Vesting Period (Days) | Modified terms | FV of Replacement Awards US$ | Amount allocated to purchase consideration | Amount to be expensed in the first 12 months | ||||||||||||||||||
| A | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.50 before 31 December 2026 | 398 | Cancelled and replaced with 1,125,000 CRML ordinary shares vesting immediately upon acquisition date | 18,000,000 | 2,059,467 | 15,940,533 | ||||||||||||||||||
| B | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.60 before 31 December 2027 | 761 | Cancelled and replaced with 1,125,000 CRML ordinary shares vesting immediately upon acquisition date | 18,000,000 | 2,077,405 | 15,922,595 | ||||||||||||||||||
| C | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.70 before 31 December 2027 | 761 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US$13.386before 31 December 2027 | 3,128,175 | 1,818,946 | 833,146 | ||||||||||||||||||
| D | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.80 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$15.298 before 31 December 2028 | 4,332,375 | 1,484,253 | 1,051,715 | ||||||||||||||||||
| E | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.90 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$17.210 before 31 December 2028 | 4,003,650 | 1,393,545 | 963,823 | ||||||||||||||||||
| F | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $1.00 before 31 December 2029 | 1,488 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US $19.123 before 31 December 2029 | 4,794,188 | 1,135,441 | 952,398 | ||||||||||||||||||
| Total | 270,000,000 | 52,258,388 | 9,969,057 | 35,664,210 | ||||||||||||||||||||||
| 15 |
Maximum consideration scenario
| Tranche | Issued | Date of issue | Condition | Original Vesting Period (Days) | Modified terms | FV
of Replacement Awards US$ |
Amount allocated to purchase consideration | Remaining
amount to be expensed in the first 12 months |
|||||||||||||||||||
| A | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.50 before 31 December 2026 | 398 | Cancelled and replaced with 2,025,000 CRML ordinary shares vesting immediately upon acquisition date | 16,200,000 | 2,059,467 | 14,140,533 | |||||||||||||||||||
| B | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.60 before 31 December 2027 | 761 | Cancelled and replaced with 2,025,000 CRML ordinary shares vesting immediately upon acquisition date | 16,200,000 | 2,077,405 | ` | 14,122,595 | ||||||||||||||||||
| C | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.70 before 31 December 2027 | 761 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US$13.386before 31 December 2027 | 9,539,775 | 1,818,946 | 4,913,255 | |||||||||||||||||||
| D | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.80 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$15.298 before 31 December 2028 | 10,616,265 | 1,484,253 | 3,372,142 | |||||||||||||||||||
| E | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $0.90 before 31 December 2028 | 1,125 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ U$17.210 before 31 December 2028 | 10,054,328 | 1,393,545 | 3,198,133 | |||||||||||||||||||
| F | 45,000,000 | 26/11/2025 | EUR VWAP for 20 consecutive days ≥ $1.00 before 31 December 2029 | 1,488 | 1,575,000 CRML performance rights; VWAP for 20 consecutive days ≥ US $19.123 before 31 December 2029 | 10,830,105 | 1,135,441 | 2,523,591 | |||||||||||||||||||
| Total | 73,440,473 | 9,969,057 | 42,270,249 | ||||||||||||||||||||||||
| (DD) | To recognize day 1 loss on acquisition under the maximum consideration scenario as the fair value of the shares are estimated to be greater than the fair value of the net assets acquired of $45.52 million. |
| (EE) | To eliminate the share of the losses of Tanbreez recorded by the European Lithium under equity method of accounting for the year ended June 30, 2026 as column “Tanbreez” in the pro formas includes the additional operation for the period from July 1, 2026 through April 29, 2026. |
| 16 |
Note 6 — Net Earnings (Loss) per Share
Represents the earnings (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the EUR Transaction, net of the CRML shares held by EUR which are treasury shares, assuming the net shares were outstanding since July 1, 2025. The impact of the EUR Transaction is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings (loss) per share assumes that the shares issued in connection with the EUR Transaction have been outstanding for the entire period presented.
The following table sets out the share ownership of CRML following the issuance of shares as the estimated issuance of shares under the minimum consideration and maximum consideration of 50,449,132 share and 90,592,758 share, respectively, for the EUR Transaction on a pro forma basis: (for the year ended June 30, 2026)
| Net loss per share | Year Ended June 30, 2026 (Minimum) | Year Ended June 30, 2026 (Maximum) | ||||||
| Net loss attributed to CRML | $ | (271,158,764 | ) | $ | (323,284,488 | ) | ||
| Weighted average shares outstanding – Pro forma basic and diluted | 127,218,426 | 167,362,052 | ||||||
| Net loss per share – Basic | $ | (2.13 | ) | $ | (1.93 | ) | ||
| Net loss per share - Diluted | $ | (2.13 | ) | $ | (1.93 | ) | ||
| Weighted Average Shares Outstanding | Year Ended June 30, 2026 (Minimum) |
Year Ended June 30, 2026 (Maximum) |
||||||
| Historical weighted average shares for the year ended June 30, 2026 | 122,305,632 | 122,305,632 | ||||||
| CRML shares held by EUR as treasury shares | (45,536,338 | ) | (45,536,338 | ) | ||||
| EUR shares issued | 50,449,132 | 90,592,758 | ||||||
| Pro-forma weighted average shares outstanding | 127,218,426 | 167,362,052 | ||||||
| 17 |