Announcement PDF Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) ABN 82 089 221 634 Annual Report - 30 June 2024 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Corporate directory 30 June 2024 Directors Jeremy Robinson - Non-Executive Chairman Andrew Reid - Managing Director Abby Smith - Non-Executive Director Company secretary Ben Donovan Registered office Level 28, AMP Tower 140 St Georges Terrace Perth WA 6000 T: +61 8 6383 7820 Principal place of business Level 28, AMP Tower 140 St Georges Terrace Perth WA 6000 T: +61 8 6383 7820 Share register Automic Pty Ltd Level 5,191 St Georges Terrace Perth WA 6000 T: 08 9324 2099 Auditor William Buck Audit (WA) Pty Ltd Level 3, 15 Labouchere Road South Perth WA 6151 Solicitors Steinepreis Paganin Level 14 QV1 250 St Georges Terrace Perth WA 6000 Stock exchange listing Brazilian Critical Minerals Limited shares are listed on the Australian Securities Exchange (ASX code: BCM) Website www.braziliancriticalminerals.com 1 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Contents 30 June 2024 Directors' report Auditor's independence declaration Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Consolidated entity disclosure statement Directors' declaration Independent auditor's report to the members of Brazilian Critical Minerals Limited Shareholder information 2 3 32 33 34 35 37 38 69 70 71 76 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Brazilian Critical Minerals Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2024. Directors The following persons were directors of Brazilian Critical Minerals Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Mr Jeremy Robinson - Non-Executive Chairman (appointed 27 February 2024) Non-Executive Director (appointed 24 August 2023) Mr Andrew Reid - Managing Director (appointed 25 March 2024) Non-Executive Director (appointed 27 November 2023) Ms Abby Smith - Non-Executive Director Mr Ken Kluksdahl - Non-Executive Director (resigned 4 May 2024) previously Non-Executive Chairman (resigned 27 February 2024) Mr Andre Douchane - Executive Director (resigned 23 August 2023) Mr Ramon Soares - Finance Director and Company Secretary (resigned 31 July 2023) Mr Greg van Staveren - Non-Executive Director (resigned 27 November 2023) Mr Karl Page - Non-Executive Director (resigned 28 August 2023) Principal activities Brazilian Critical Minerals Limited ('BCM') is a unique mineral exploration company listed on the Australian Securities Exchange. The Group's major exploration focus is Brazil, in the Apuí region, where BCM has discovered a world class Ionic Adsorbed Clay (IAC) Rare Earth Elements deposit. The Ema IAC project is contained within the 781 km² of exploration tenements within the Colider Group. BCM has defined an inferred MRE of 1.02Bt of REE’s (table 4) with metallurgical recoveries averaging 68% MREO some of the highest for these types of deposits anywhere in the world. The Company is currently converting this MRE from Inferred into the Indicated category with an extensive drill program which will inform the scoping study and economic analysis due for completion in late 2024. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the Group after providing for income tax amounted to $6,048,214 (restated 30 June 2023: $3,593,128) As at 30 June 2024 the Group had $2,066,508 cash and cash equivalents (2023: $1,664,162) and net assets of $1,665,786 (2023: restated net liabilities of $390,224). Highlights The discovery of the Ema rare earths project in May 2023 led to increased exploration activities in the Apui region with the definition of three major REE projects (Figure 1.) all with elevated REE grades, all with the potential for hosting large deposits of ionic clay rare earths: ● ● ● EMA PROJECT (Ema and Ema East) with 189 sq km of felsic volcanics (rhyolite) with regolith-hosted ionic adsorbed clay REEs confirmed by ammonium sulphate leach tests, similar to the Chinese deposits. APUI REE PROJECT with 358 sq km to be explored for REEs hosted in regolith developed over sediments with a specific radiometric signature, similar to the Makuutu deposit, Uganda. APUI ENE REE PROJECT with 173 sq km of flat lying sediments older than those of the APUI REE PROJECT, but retaining similarities with Makuutu. 3 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Figure 1. Ema and Apui rare earth project, location map. Following up the discovery of REE’s in 13 initial holes at Ema, a further 25 holes were submitted for multi-element assays at independent laboratory SGS, aiming to evaluate the rare earth element (REE) enrichment level in the lateritic regolith, with the relevant intersections below (see Figure 2): ● ● ● ● ● ● ● ● ● ● EMD018: 14.0m @ 623 ppm TREO1 from 2.0 metres including 5.3m @ 837 ppm TREO, located 200m south of EMD017 (positive ammonium sulphate leach test for iREE EMD001: 30.0m @ 414 ppm TREO from surface including 2.0m @ 841 ppm TREO EMD002: 24.0m @ 407 ppm TREO from 2.0 metres including 4.0m @ 800 ppm TREO EMD004: 28.0m @ 508 ppm TREO from 2.0 metres including 10.0m @ 707 ppm TREO EMD005: 24.0m @ 526 ppm TREO from 4.0 metres including 4.0m @ 627 ppm TREO EMD006: 10.0m @ 544 ppm TREO from 6.0 metres including 4.0m @ 716 ppm TREO EMD008: 8.0m @ 642 ppm TREO from 4.0 metres including 4.0m @ 745 ppm TREO EMD020: 12.0m @ 402 ppm TREO from 2.0 metres including 4.6m @ 692 ppm TREO EMRC001: 12.0m @ 558 ppm TREO from 4.0 metres including 2.0m @ 1026 ppm TREO EMRC010: 16.0m @ 348 ppm TREO from surface including 2.0m @ 637 ppm TREO These results confirmed continuous and extensive regolith hosted REE mineralisation reflecting the significant REE potential at Ema and the adjacent Ema East tenement for areas with TREO grades exceeding 600ppm. An aggressive exploration programme for ionic rare earths following up the discovery of REEs in the felsic volcanics and pyroclastics regolith at Ema was conducted on the Ema and Ema East leases. The EMA ionic REE project (Ema and Ema East leases) is unique amongst Brazilian REE projects in that it shares almost identical characteristics with the ionic REE deposits developed over felsic volcanic rocks in southwest China, the world´s largest known ionic clay region. These leases comprise 189 km2 of felsic volcanic over which 142 auger holes totalling 2,048 metres have been completed to date. A further 53 auger holes totalling 701 metres have been completed at Ema East, testing a total of 82 km2 or 43% of the regolith developed over the felsic volcanics (Figure 2). The initial results for 39 auger holes from the regional reconnaissance programme showed the presence of exceptional ionic REE grades of >3m in excess of 1,200ppm TREO (eg. TR-059 (table 1), with accompanying elevated values of NdPr oxides, demonstrating the presence of high-grade zones within this major and widespread ionic rare earth deposit, which remains open in all directions (Figure 3). 4 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 TREO grades >1,000 ppm are widespread, containing up to 300 ppm NdPr and 30ppm TbDy oxides. All holes which intersected the enriched ionic REE horizon end in high TREO values, indicating significant upside potential for high grade material at depth. Figure 2 - Ema-Ema East REE project – auger holes on 800m centres and infill drilling status over 82 sqkm Ongoing evaluation of the REE potential at Ema/Ema East involved quick and low-cost auger drilling. Three auger drills were operating at end of July and a fourth started end-September 2023. Significant results: ● 4 metres @ 816 ppm TREO from 5m including 1m @ 1,233 ppm TREO at EOH (TR-16) ● 2 metres @ 900 ppm TREO from 8m (TR-10) ● 3 metres @ 739 ppm TREO from 5m (TR-017) ● 3 metres @ 649 ppm TREO from 15m, including 1m @ 730 ppm TREO at EOH (TR-018) ● 8 metres @ 623 ppm TREO from 12m, including 2m @ 718 ppm TREO at EOH (TR-013) The results demonstrate the persistence of REEs in the regolith with a clear enrichment with depth, with the majority of the holes ending in the maximum TREO values obtained. Grades are compatible with typical ionic REE deposits, with some auger holes terminated before intersecting the enriched zone due to the intersection of hard material and/or the water table. The mineralisation characteristics of this zone are similar to the enriched zone in announced hole EMD-017. The assay results from the follow-up auger drilling programme around EMD-017 for rare earth elements (REEs) confirmed consistent values higher than 800 ppm TREO in the high-grade zones at the bottom of the holes. Significant results: ● 5 metres @ 850 ppm TREO from 9m at EOH (TR-28) ● 17 metres @ 648 ppm TREO from 4m, including 5m @ 837 ppm TREO at EOH (TR-024) ● 11 metres @627 ppm TREO from 11m at EOH (TR-23) ● 10 metres @869 ppm TREO from 5m at EOH, including 5m @ 1009 ppm TREO (TR-32) ● 9 metres @ 607 ppm TREO from 7m at EOH (TR-25) ● 3 metres @ 860 ppm TREO from 9m at EOH (TR-022) 5 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Figure 3 – Ema auger drill hole location The auger hole TR-024 intersected an exceptional 17-metre-thick zone with progressive REE enrichment with depth from 11 metres, with the last 5 metres averaging 837 ppm TREO, similar to EMD-017. This is generally consistent with grades obtained in other holes in the saprock immediately above the fresh rhyolite. This hole clearly shows that the levels of NdPr and TbDy increase systematically with depth (Table 1) at a much higher rate than the overall TREO values, reaching the highest values at the base with up to 31% MREO. Good recoveries of up to 61% were previously obtained in this zone by a simple ammonium leach extraction. Significant results: ● 6 metres @ 1003ppm TREO from 6m (TR-043), including 3m @ 1,191ppm TREO ending in 1,135ppm ● 7 metres @ 1015ppm TREO from 6m (TR-050), including 3m @ 1,266ppm TREO ending in 988ppm ● 6 metres @ 812ppm TREO from 6m (TR-051), including 2m @ 1,122ppm TREO ending in 1,182ppm ● 16 metres @ 771ppm TREO from 1m, including 3m @ 1282 ppm (TR-059) ending in 888ppm ● 16 metres @ 739ppm TREO from 9m (TR-66) including 4m @ 1120ppm TREO ending in 1,352ppm ● 16 metres @ 849ppm TREO from 2m (TR-71) including 2m @ 1104ppm TREO ending in 1,083ppm 6 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Figure 4 - EMA TREO composite grade distribution Table 1 - Auger hole TR-059 assay results (10-17m) 25 NdPr ppm 160 DyTb ppm 12 18 34 263 16 877 17 30 250 16 14 1212 20 35 399 27 14 15 1421 24 36 472 38 EMA-TR-059 15 16 1215 22 37 427 27 EMA-TR-059 16 17 888 21 33 276 20 HOLE ID FROM TO TREO ppm % HREO % MREO EMA-TR-059 EMA-TR-059 10 11 686 16 11 12 829 EMA-TR-059 12 13 EMA-TR-059 13 EMA-TR-059 Table 2 - Auger hole TR-016 REO recoveries down hole Interval (m) Head grade TREO ppm Recovered TREO1 ppm REC % 11-12 12-13 13-14 14-15 632 640 760 1233 231 217 327 580 37 34 43 47 Recovered NdPr ppm 92 91 141 247 REC % 56 56 61 61 Recovered DyTb ppm 3 2 5 10 REC % 30 22 38 43 BCM has received and announced the full assay results for 65 holes of the total of 195 holes drilled to date at Ema and Ema East, totaling 2,749 metres. 7 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Assays by ammonium sulphate leach The analytical procedure at SGS is a simple 2% ammonium sulphate leach performed on a 50g sample to assess its ionic adsorption characteristics and potential baseline recoveries. The resulting solution is then analysed for multiple elements, including REEs. This test is designed to demonstrate that this mineralisation is typical of ionic adsorbed clay REE deposits, amenable to recoveries via low capex and opex treatment methods. This simple, unoptimised test is merely indicative and does not fully reflect ultimate anticipated metallurgical recoveries under optimised conditions. Results for 2% ammonium sulphate leach tests at pH 4 for EMD0-17 are shown in table 3. Table 3. Individual ammonium sulphate leach recoveries for EMD017 REO 12-14m 14-16m 16-17.5m 17.5-19m AVERAGE La2O3 39% 46% 52% 35% 43% CeO2 12% 9% 20% 10% 13% Pr6O11 45% 56% 59% 40% 50% Nd2O3 46% 57% 59% 42% 51% Sm2O3 43% 52% 55% 39% 47% Eu2O3 18% 23% 22% 16% 20% Gd2O3 38% 48% 49% 36% 43% Tb4O7 34% 46% 46% 33% 40% Dy2O3 32% 44% 42% 29% 37% Ho2O3 32% 44% 43% 31% 38% Er2O3 32% 44% 44% 31% 38% Tm2O3 66% 88% 82% 61% 74% Yb2O3 34% 45% 48% 33% 40% Lu2O3 30% 40% 42% 28% 35% Y2O3 31% 44% 41% 31% 37% Subsequent ammonium leach tests were conducted on auger hole TR-016, with exceptional recoveries of up to 61% for Nd+Pr oxides and 43% for Tb+Dy oxides. These recoveries are comparable with typical Chinese ionic REE deposits developed on top of felsic volcanics (rhyolites). Ema Mineral Resource Estimate A set of Inferred Mineral Resources was estimated for the contained rare earth elements in the Ema project, constrained by different cut-off grades, by the consultancy group GE21 Consultoria Mineral Ltda (GE21) and reported in accordance with the JORC Code (2012). 1.02Bt @ 793ppm TREO Inferred JORC compliant Mineral Resource Estimate (MRE) at a 500ppm TREO cut-off, including a higher-grade portion of 331Mt @ 977ppm TREO, places Ema as one of the largest fully ionic clay rare earth deposits in the world. 8 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Table 4. Ema REE Project 2024 Mineral Resource Estimate – by cut-off grade JORC cut-off Tonnes TREO NdPr DyTb MREO MREO:TREO Category ppm TREO Mt ppm ppm ppm ppm % Inferred 0 1,340 694 163 15 178 26 Inferred 500 1017 793 199 17 216 27 Inferred 600 863 836 218 18 236 28 Inferred 700 685 885 237 20 257 29 Inferred 800 494 936 259 21 280 30 Inferred 900 331 977 278 22 300 31 The Company confirms that there has been no change to the mineral resource since the release of the above statement on 22 April 2024. A review of the resource has taken place prior to the year end. Figure 5. Ema-Ema East REE project – auger holes drill collars included in the maiden MRE over 82 sq km, including blue outlining high-grade 12km2 zone 9 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Figure 6. Schematic section of the Ema weathering Model. Figure 7. Map for the Resource Area with grade distribution plan (block model) of Ema showing a high- grade zone where infill drilling is planned. Geology and mineralisation The REE mineralisation at Ema is contained within the tropical lateritic weathering profile developed on top of felsic volcanic and volcaniclastic rocks (rhyolites and ignimbrites). 10 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 The REE mineralisation is concentrated in the weathered portion of the profile where it has dissolved from primary rare earth minerals such as monazite and xenotime, migrating downwards through the regolith profile where it is adsorbed on to the fine particles of aluminosilicate clays (e.g. kaolinite, illite, smectite). This adsorbed REE is the target for extraction and production of the rare earth oxides. SGS Brazil Metallurgical Test Work Results of phase 2 ammonium sulphate extraction tests conducted at SGS in Brazil continued to confirm high recoveries of up to 83% for the key permanent magnet rare earth elements, praseodymium, neodymium, dysprosium and terbium (MREO) equal to any ionic clay hosted deposit in the world. The outcome of the phase 1 and 2 tests shows that the Ema mineralisation could be processed through any conventional ionic rare earth element solvent extraction processing facility, supporting the further development of the project and a pathway to production. The established industry standard set of recovery conditions was applied to the Ema phase 2 testwork, being the utilisation of a very weak acid, ammonium sulphate for leaching, pH 4, at ambient temperatures with a 30-minute leach duration. These ammonium sulphate leach results show a clear relationship of high recovery to the highest-grade portions of each mineralised intercept. ANSTO Metallurgical Test Work World leading recoveries have resulted from the work recently completed by ANSTO (Australian Nuclear Science and Technology Organisation). The Ema project has some of the best, if not the best, recoveries for any ionic clay rare earth project inside of Brazil and perhaps anywhere in the world (Figure 8). The Company has now completed the first phase of metallurgical testwork at ANSTO on an Ema composite drill sample. This testwork utilised a 49.6kg composite sample collected from 12 auger holes over 62 samples drilled at Ema. The scope of work was designed to provide a deeper understanding of the mineralogy and leachability of the mineralised clays and establish optimal recovery conditions for the high value magnet REE´s. Figure 8. Rare earth recovery comparison of ionic clay hosted deposits currently defined within Brazil. 11 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 This testwork applied the same parameters and standard analysis methods as utilised by SGS in Brazil2. The ANSTO results confirm the very high recovery results obtained from SGS analysis and more importantly confirm the rare earths can be leached over low duration times, at pH 4-4.5, with a 0.15-0.5M ammonium sulphate solution, checking all the critical boxes needed for a fully ionic clay rare earth deposit. ANSTO also conducted solution leaching tests on duration times of 1 and 0.5 hours, with the overall MREE recovery results showing only a slight decrease at 0.5 hours (Figure 7). Auger holes used in the bulk sample (Figure 8) were distributed within a higher-grade portion of the mineral resource. Cerium recovery results were very low at only 12% which is always viewed as a positive for ionic rare earth deposits as cerium generally contributes a significant portion of final product volumes but generates only US$1-2/kg in revenue. Table 5. Optimal sample conditions which maximised MREE recoveries at pH 4.5 Reagent Target pH Temp Leach Duration (h) MREE (%) Nd/Pr Recovery (%) Dy/Tb Recovery (%) 965 0.5M (NH4)2SO4 4 ambient 2 67 68 47 965 0.5M (NH4)2SO4 4.5 ambient 2 68 69 48 TREY* Head grade (ppm) °oC * total rare earth elements (not oxides) plus Y Figure 9. Chart on left showing MREE recoveries with differing ammonium sulphate concentration rates with chart on right displaying MREE recoveries over varying pH conditions. Apui REE project Initial reconnaissance soil sampling for rare earth elements (REEs) conducted on new leases within the Apuí region in Brazil reported significant Total Rare Oxide (TREO5) values. Significant soil results: ● 569 ppm TREO average in 32 samples, with a maximum of 1,000 ppm TREO – Target 1 ● 576 ppm TREO average in 11 samples, with a maximum of 920 ppm TREO – Target 2 ● 503 ppm TREO average in 10 samples, with a maximum of 710 ppm TREO – Target 3 Follow-up reconnaissance auger drilling confirmed the presence of REEs from surface to end of hole in the entire unit characterised by a clear enrichment in Heavy Rare Earth Oxides with depth in holes APTR 001, 002, 004 and 010. 12 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 Significant results: ● APTR 001: 12 meters @ 606 ppm TREO from surface ● APTR 002: 12 meters @ 714 ppm TREO from surface ● APTR 004: 9 meters @ 815 ppm TREO from surface, including 4m @ 930 ppm TREO from 5 metres All holes were terminated, due to intersection of the water table or hard ironstone, in REE mineralisation with grades higher than 200 ppm TREO-CeO2. The auger holes were over 1 km apart, strategically conducted to validate the presence of RREs within the regolith in the target areas with a specific radiometric signature. The total tested area of these radiometric targets is 92.4 km2, 39% of the total area with the ternary radiometric signature. The specific ternary radiometric signature, distinct from that of the surrounding rocks, is similar to that observed at Makuutu, a surface signature characteristic of the zones enriched in REEs (Figure 10). Figure 10. Apui REE project drill status on ternary radiometric image Três Estados Project Throughout April and May 2024, the Company finalised establishment and commissioned a laboratory in Catalão, Goiás, Brazil for the treatment of platinum, palladium and gold (PGM) samples from the Tres Estados deposit. The Company was utilising EcoBiome´s proprietary technology of bacterial leaching which demonstrated the suitability for unlocking refractory palladium and gold during testing at the Ecobiome facilities in Houston, Texas in 2023. A number of tests were completed in Brazil which were benchmarked against results received from initial testing in Houston utilising similar setup parameters. To date, palladium and gold has been liberated into solution, but not in the same time frames and grades that were achieved in the initial test phase conducted in Houston. 13 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 At this stage there is no certainty that further test work utilising EcoBiome’s proprietary technology will result in a material uplift in grades sufficient to justify continued investment in this new technology. Additionally, a review of the PGM market shows current tepid prices and demand with an uncertain outlook to 2030. As a result, the company has therefore decided to concentrate all its cash resources and technical efforts to progress the Ema rare earths project, which with its unique mineralisation and very high rates of recovery, is likely to be a near term development project as we enter into the scoping phase of the project. As such, the Company’s Brazilian subsidiary has notified EcoBiome of its intent to terminate its contract with EcoBiome. Competent Person Statement The information in this report relates to previously reported exploration results for the Ema/Ema East Project released by the Company to ASX on 22 May 2023, 17 July 2023, 19 July 2023, 31 July 2023, 13 Sep 2023, 19 Oct 2023, 06 Dec 2023, 06 Feb 2024, 22 Feb 2024, 13 Mar 2024 and 02 Apr 2024. The Company confirms that is not aware of any new information or data that materially affects the information included in the above-mentioned releases. Mr. de Castro is a member of the Australasian Institute of Mining and Metallurgy and consents to the inclusion of the information in this announcement. The information in this announcement that relates to the Ema/Ema East Mineral Resource and the reported leaching results in this announcement is based on and fairly represents information compiled by Mr. Antonio de Castro (acts as BCM´s Senior Consulting Geologist through the consultancy firm, ADC Geologia Ltda) and Mr. Leonardo Rocha, (employee of GE21 Consultoria Mineral Ltda). Mr. de Castro is a member of the Australasian Institute of Mining and Metallurgy, and Mr. Rocha is a member of Australasian Institute of Geoscientists. Both have sufficient experience of relevance to the styles of mineralisation and types of deposits under consideration, and to activities undertaken to qualify as Competent Persons as defined in the 2012 Edition of the Joint Ore Reserve Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Specially, Mr. de Castro is the Competent Person for the database (including all drilling information), the geological and mineralisation model plus completed the site visits with Mr. Rocha. Mr. Rocha is the Competent Person for the construction of the 3D geology/mineralisation model plus the estimation. Mr. de Castro and Mr. Rocha consent to the inclusion in this report of the matters on their information in the form and context in which they appear. Significant changes in the state of affairs The following changes in Directors and management occurred during the year ended 30 June 2024: ● ● ● ● ● ● ● ● ● ● ● 31 July 2023 - Mr Ramon Soares resigned as Finance Director and Company Secretary 31 July 2023 - Mr Ben Donovan appointed as Company Secretary 23 August 2023 - Mr Andre Douchane resigned as a Director of the Company, but will remain as Chief Executive Officer 24 August 2023 - Mr Jeremy Robinson appointed as Non-executive Director 28 August 2023 - Mr Karl Page resigned as Non-executive Director 27 November 2023 - Mr Greg van Staveren ceased being Non-executive Director 27 November 2023 - Mr Andrew Reid appointed as Non-executive Director 15 January 2024 - Mr Andre Douchane retired as Chief Executive Officer 27 February 2024 - Mr Ken Kluksdahl resigned as Non-Executive Chairman, will continue as Non-Executive Director 27 February 2024 - Mr Jeremy Robinson appointed as Non-Executive Chairman 25 March 2024 - Mr Andrew Reid appointed as Managing Director The Company changed it's name following shareholder approval at the Annual General Meeting (‘AGM’) on 27 November 2023 from BBX Minerals Limited to Brazilian Critical Minerals Limited. Performance Rights Following shareholder approval on 29 June 2023, 2,000,000 Performance Rights were issued on 6 July 2023. The Performance Rights vest upon the Company releasing on the ASX the results of a scoping study on an asset showing the potential to generate an internal rate of return of >20% using consensus prices and Board approved assumptions, prior to 31 December 2025. The Performance Rights were issued to Directors as follows: 14 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 ● ● 1,000,000 - Ken Kluksdahl 1,000,000 - Greg Van Staveren 6,000,000 Performance Rights were issued to Directors on 8 December 2023 following approval at the Company’s AGM on 27 November 2023, as follows: Name Number Vesting Conditions Jeremy Robinson 2,000,000 Ken Kluksdahl 2,000,000 Abby Smith 2,000,000 Vest upon the Company successfully raising a minimum of $4,000,000 under its capital raise announced but he Company on 20 September 2023. Vest upon the Company announcing a Mineral Resource Estimate of inferred category or higher of a minimum of 50Mt at a minimum cut-of grade of 200ppm or higher at the Company’s Emma/Emma East REE discovery not later than 30 April 2024. Vest upon the Company announcing a Mineral Resource Estimate of inferred category or higher of a minimum of 50Mt at a minimum cut-of grade of 200ppm or higher at the Company’s Emma/Emma East REE discovery not later than 30 April 2024. 6,000,000 The 6,000,000 performance rights vested and were converted into fully paid ordinary shares on 29 April 2024. During the year the 4,700,000 performance rights were cancelled. Issued Capital 5,483,871 fully paid ordinary shares were issued on 1 September 2023 to Lind Global Fund II LP at an issue price of $0.031 under the Share Subscription Agreement. The Company issued a total of 222,222,222 fully paid ordinary shares at a issue price of $0.027 to professional and sophisticated investors together with a 1 for 2 free attaching option exercisable at $0.05 on or before 2 years from the date of issue, $6,000,000 was raised before costs. Options Following shareholder approval at the Company AGM on 27 November 2023, 3,000,000 options exercisable at $0.05 each on or before 21 December 2026 were issued to Jeremy Robinson with the following vesting conditions: Class A B Number Vesting Condition 1,000,000 Subject to the holder remaining a director of the Company on 1 December 2023. Upon the Company releasing on the ASX a preliminary economic assessment (PEA) on a 2,000,000 Company asset prior to 31 March 2025. 3,000,000 On 11 January 2024, 186,111,080 listed options exercisable at $0.05 on or before 11 January 2026 were issued as free attaching option to the capital raise during the half-year and to advisors for the capital raising. Lind Global Fund II LP It was announced on 26 October 2023, that the funding facility with Lind Global Fund II LP ('Lind') had been repaid. There was an error in the initial accounting for the facility. Refer to Note 4 for the restatement of comparatives. 15 Brazilian Critical Minerals Limited (Formerly known as BBX Minerals Limited) Directors' report 30 June 2024 There were no other significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year On 21 August 2024. 20,000,000 listed options exercisable at $0.05 on or before 11 January 2026 were issued for marketing consultancy services. No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's operations, the results of th