Annual Report to shareholders
Released
Released
Announcement PDF
Brazilian Critical Minerals Limited
ABN 82 089 221 634
Annual Report - 30 June 2025
Brazilian Critical Minerals Limited
Corporate directory
30 June 2025
Directors
Jeremy Robinson - Non-Executive Chairman
Andrew Reid - Managing Director
Nicholas Holthouse - 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, BCMO, BCMOA)
Website
www.braziliancriticalminerals.com
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Brazilian Critical Minerals Limited
Contents
30 June 2025
Review of operations
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
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Brazilian Critical Minerals Limited
Review of operations
30 June 2025
Review of operations
Brazilian Critical Minerals Limited (‘BCM’) commenced progression with an aggressive multi-pronged approach to the Ema
project development over the remaining portion of 2024 into 2025 with the highlight being the positive economic scoping
study released in February 2025.
The EMA ionic REE project 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, where
a substantial portion of the world’s Total Rare Earth Oxides (TREO) raw material production has occurred historically.
Scoping Study
A Scoping Study was kicked off in July 2024 and announced in February 2025, delivering a post-tax NPV8% (US$498M), driven
by production of a high-value mixed rare earth carbonate (MREC) product, low capital costs, minimal product extraction costs,
simple low-cost processing infrastructure through a long-life Mineral Resource. Scoping Study places the Ema Project as the
western world’s lowest cost Rare Earth Project producing an MREC amenable for downstream processing.
Table 1: Scoping Study key outcomes
Production Metrics
Life of Mine
Unit
Years 1-4
years
LOM
20
Total TREO produced
t
10,627
95,651
Total MREO produced
t
4,028
36,252
Spot Price – NdPr
US$/kg
60
60
LOM average Price - NdPr
US$/kg
60
74
Spot
LOM
NPV, returns and key metrics
NPV8% (post-tax, ungeared)
US$M
355
498
IRR (post-tax, nominal basis)
%
52
55
Payback period (pre-tax, from first
production)
months
28
28
Pre-production capital expenditure
US$M
55
55
Operating Cost – TREO
US$/kg
6.15
6.15
Operating Cost - NdPr
US$/kg
16.95
16.95
%
70
70
Unit cash operating costs
Payability
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Review of operations
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Annual Production Profile
MREC tpa
Product Sales (t)
12,000
TREO tpa
MREO tpa
10,000
8,000
6,000
4,000
2,000
0
1
2
3
4
5
6
7
8
9 10 11 12 13 14 15 16 17 18 19 20
Years
Figure 1: Scoping Study Production Profile from the Updated MRE
Table 2: Scoping Study key physical outcomes for Starter MRE zone only
Production Metrics
Life of Mine
Unit
Years 1-4
years
LOM
20
Total MREC produced
t
19,217
172,967
Total TREO produced
t
10,627
95,651
Total MREO produced
t
4,028
36,252
Average TREO feed Grade
ppm
1,113
1,113
TREO Recovery
%
48
48
MREO Recovery
%
62
62
TREO in MREC
%
55.3
55.3
Key economic outcomes
Projected economics for the Ema Project from the Scoping Study are outlined in Table 2.
• Ultra-low start-up capital requirements of $US55M inclusive of 35% contingency pre-production with capital ramp-up
costs of US$22.1M in year 4 to be sourced from cash flow
• Post tax8NPV US$498 over 20 years – IRR 55% - 28-month payback
• Operating Cash Cost LOM: US$6.15/kg of recovered Total Rare Earth Oxides (TREO)
• All in sustaining Cash Cost LOM: US$6.69/kg of recovered Total Rare Earth Oxides (TREO)
• High Grade high value MREC containing 55.3% TREO over Life of Mine
• Low-cost Magnesium Sulfate (MAGSUL) leach extraction
• Simple, quick and effective design, planning and construction to allow for rapid advance towards first product
• Annualised production of ~4,800t TREO over LOM average production comprising approximately ~1,800t MREO
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Table 3: Key financial forecasts
Key financial outcomes
Unit
Spot
LOM
0.174
0.174
Price inputs (LOM average)
R$/US$ (long term forecast)
TREO price forecast
US$/kg
30
37
NdPr price forecast
US$/kg
60
74
Annual Revenue
US$M
143
182
Revenue
US$M
2,869
3,634
Project net cashflow (post-tax)
US$M
911
1,279
NPV8% (pre-tax, ungeared)
US$M
355
667
NPV8% (post-tax)
US$M
354
474
IRR (pre-tax, nominal basis)
%
57
63
IRR (post-tax, nominal basis)
%
52
55
months
28
28
%
573
806
Pre-production capital expenditure
US$M
55
55
LOM sustaining capital expenditure
US$ / year
1.59
1.59
Annual operating cost
US$M
29.4
29.4
Annual operating cost
US$/kg TREO
6.15
6.15
Annual AISC
US$/kg TREO
6.69
6.69
Cashflow & Earnings Metrics
NPV, returns and key metrics
Payback period (pre-tax, from first production)
Capital efficiency (pre-tax NPV / capex)
Unit cash operating costs
Spot Price: Weighted Average price based on MREC basket composition and spot prices as of 15.01.25 www.giti.sg/markets
LOM Price: Weighted Average price based on MREC basket composition (12.02.25 Spot Price nominal for 4 Years + 12.02.25 Spot Price
Years x 30% for 16 years)
Pre-Production Capital Expenditure is inclusive of 35% contingency
Pricing Strategy
The Scoping Study pricing utilised very conservative forward estimates with spot prices utilised as of 12.02.2025 flatlined for
the first four years of production. Current spot rare earth oxide prices were sourced from www.giti.sg averaging US$60/kg
NdPr based on the Ema basket weighting. All prices quoted are inclusive of Chinese VAT and are on delivery base Ex-Works
China.
The spot TREO price was calculated from the weighted basket of elements multiplied by the spot TREO price as listed in Table
4 below.
The forecasted LOM TREO and NdPr price is based on the spot prices (Table 4) for the first four years and subsequently
escalated by 30% commencing year 5 of the production schedule resulting in a LOM average price of US$37/kg TREO or
US$74/kg NdPr (Figure 3).
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Brazilian Critical Minerals Limited
Review of operations
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Table 4: Ema Rare Earth Basket Prices Utilised in Financial Modelling
Spot Price
(12.02.25)
LOM Price
Basket Price - US$/kg TREO
$30
$37
Basket Price - US$/kg NdPr
$60
$74
Payability
70%
70%
Average
Rare Earth Price Forecast
100
80
60
40
20
0
of Production
LOM TREO
LOM NdPr
Figure 2: Ema Rare Earth Basket Prices Utilised in Financial Modelling. Average LOM prices used were US$37/kg TREO and
$74/kg NdPr for the base financial case and applied without indexation over the LOM.
It was assumed that the Company is selling an MREC product containing 15 elements that will be payable in the offtake
products.
Early-stage discussions with potential customers and indicative terms provided have formed the basis of the offtake
assumptions for the MREC. The indicative payability terms of 70% were applied to the prices outlined in Table 4 given the low
deleterious elements within the MREC specification. Further testwork and refinement of the specification will continue during
the next phase of studies.
Mine schedule incorporating upgraded Ema Mineral Resource
The Scoping Study incorporates the recent updated Mineral Resource into the process schedule. The resource update followed
the 2024 drilling program at the Ema Project, which focused solely on the central starter zone. This program comprised 244
auger holes drilled on nominal 300m centres.
The updated estimate saw total Ema resources of 943Mt @ 716ppm including 341Mt @ 746ppm within the central starter
zone (Table 6). Critically, and in-line with the core objective of the program, indicated (I) resources at Ema were estimated to
be 248Mt with 100% of this material contained within the Central Starter zone area (Table 6).
Approximately 74% of the central starter area mined is within the indicated JORC category (Figure 4) over the LOM with 50%
of production sourced from the inferred category from years 14-20. Further drilling to expand the indicated portion of the
current MRE is being planned for the 2025 drill season.
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6,000
TREO Production by JORC Category
Tonnes TREO
5,000
4,000
3,000
2,000
1,000
0
1
2
3
4
5
6
7 8 9
Indicated
10 11 12 13 14 15 16 17 18 19 20
Inferred
Figure 3: Mine Schedule by year and JORC Category
Mineral Resource Estimate Update
The updated Mineral Resource Estimate was undertaken by GE21 Consultaria Mineral in Brazil and incorporates the assay
results of the completed 2024, 244-hole drill program (Figure 5).
Figure 4. Central infill drilling program 2024. Black holes inside red dotted line are the 244 holes drilled.
This updated Mineral Resource Estimate for the Ema project highlights significant progress and enhanced confidence in the
resource base. Key takeaways include:
1.
Starter Zone Mineral Resource Estimate:
o
o
o
Indicated and Inferred 341Mt @ 746ppm TREO, using a cut-off of 500ppm TREO (refer to table 5)
73% of MRE now in the higher confidence Indicated JORC classification
Sufficient for underpinning a long mine life scoping study assessment
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2.
Global Mineral Resource Estimate:
o Indicated Resources now account for 248Mt (26%) of the global MRE
o Global MRE now stands at 943Mt @ 716ppm TREO
3.
Impact on Project Development:
o The high Indicated resource portion bolsters confidence in the Scoping Study outcomes
o Strengthens the foundation for establishing a future Ore Reserve
o Facilitates more precise project design and economic evaluations during the feasibility study phase
This progress underscores the potential for long-term development and a strong start for the Ema project.
The Ema ionic REE project stands out as a unique and highly promising Mineral Resource in Brazil's rare earth element (REE)
sector, offering several key highlights:
•
•
•
•
•
•
Analogous to China’s iREE Deposits: The project’s similarity to the world-renowned ionic clay REE deposits in
southwest China, formed over felsic volcanic rocks, sets it apart from other Brazilian REE projects
World-Class Potential: China's deposits are the largest known ionic clay REE sources, emphasizing the strategic
importance and potential scale of the Ema project
Extensive Land Area: The project spans a vast 189 km² of felsic volcanic terrain.
The similarity to Chinese iREE deposits strengthens the confidence in the project’s potential for economically viable
development
55% of tenement area remains to be explored and indicates the possibility of significant resource expansion as
additional drilling is undertaken
The project holds strategic importance for Brazil's REE sector, potentially positioning it as a major player in the global
supply chain
Figure 5. Mineral Resource blocks colour coded by JORC Category. Blue area outline represents Ema MRE boundary. Red
dotted line is the boundary for the central starter area.
Table 5. Ema REE Project 2025 (starter zone) Mineral Resource Estimate @ COG 500ppm TREO
JORC
Category
Indicated
Inferred
Total
cut-off
ppm TREO
500
500
500
Tonnes
Mt
248
93
341
TREO
ppm
759
712
746
NdPr
ppm
176
168
174
8
DyTb
ppm
16
16
16
MREO
ppm
192
185
190
MREO:TREO
%
25
26
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Brazilian Critical Minerals Limited
Review of operations
30 June 2025
Table 6. Ema REE Project 2025 Global Mineral Resource Estimate @ COG 500ppm TREO
JORC
Category
Indicated
Inferred
Total
1.
2.
3.
4.
5.
6.
7.
8.
9.
cut-off
ppm TREO
500
500
500
Tonnes
Mt
248
695
943
TREO
ppm
759
701
716
NdPr
ppm
176
165
168
DyTb
ppm
16
16
16
MREO
ppm
192
181
184
MREO:TREO
%
25
26
26
Notes:
TREO = total rare earth oxides (CeO2, Dy2O3, Er2O3, Eu2O3, Gd2O3, Ho2O3, La2O3, Lu2O3, Nd2O3, Pr6O11, Sm2O3, Tb4O7, Tm2O3, Yb2O3) + Y2O3
NdPr=Pr6O11+Nd2O3
DyTb= Dy2O3 + Tb4O7
Totals may not balance due to rounding of figures.
The estimate of Mineral Resources are not Ore Reserves as they have not demonstrated economic viability and may be materially affected by
environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.
Mineral resources were classified as Indicated and Inferred only.
Mineral Resources were prepared in accordance with Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
(JORC Code, 2012) incorporating drilling data acquired by 2023 and 2024.
Blocks estimated by ordinary kriging at support of 100 m × 100 m × 4 m with sub-blocks 25 m × 25 m × 2m.
The results are presented in-situ and undiluted, are constrained within optimized open pit shell, and are considered to have reasonable prospects
of economic viability, using the following parameters:
a. Pit slope angle: 25°.
b. Selling Prices: estimated by element oxide.
c. Costs: Mining: 2.13US$/t mined; Process: 7.23 US$/t processed; Royalties: 2% of revenue; Selling costs: 7.03US$/kg REO.
d. Metallurgical Efficiencies estimated by element.
2024 Infill Drilling Program
Assay results were received for 244 holes (90%) of the 270 originally planned holes. The remaining 26 holes were not drilled
due to the start of heavy rains and will be completed during the 2025 drill season. Results generally returned thick mineralised
intercepts with the highest grades of NdPr being found directly above the fresh rock interface.
Drilling was designed on 300m centres within the high priority starter zone (red dashed line area Figure 2) which comprises
approximately 24% of the previously announced indicated and inferred 977Mt1 MRE area. Drilling commenced on the western
portion of this area (Figure 7) with assays now received for all 244 holes drilled.
Figure 6 - Ema REE project – Mineral Resource covering 82 km2 with auger holes on
800m spacing and infill auger holes on 300m centres over 21 sq km (within red dotted line).
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Review of operations
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Figure 7 – Location map of the auger infill holes with assay results received to date, with cross section A-.
Figure 8 – Location map of the auger infill holes with assay results received to date and those left outstanding.
ANSTO Permeability Test Work
74% magnet (MREE) recovery and 62% (TREE + Y) recovery from ISR (in-situ recovery) column test work at ANSTO (Australian
Nuclear Science and Technology Organisation) was significantly higher than the scoping study base parameters. The ISR test
was designed to mimic conditions of density, pressure and moisture measured in the ground and expected during eventual
production.
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Brazilian Critical Minerals Limited
Review of operations
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Individual final calculated MREE recoveries;
• Praseodymium 85%
• Neodymium 72%
• Terbium 70%
• Dysprosium 63%
• ISR recoveries were achieved over only 28 days of leaching, resulting from permeability flow rates sufficient for
commercial extraction
Table 7. Comparison of Scoping Study recoveries vs ANSTO Column recoveries
TREY (%)
MREE (%)
Scoping Study Recoveries1
48
62
ANSTO Column Recoveries
62
74
Figure 9. Solution concentration of rare earth elements in (ppm) over the 28-day test period.
Figure 10. Cumulative extraction of rare earth elements in (%) over the 28-day test period.
Water Permit Granted
The Amazonas state Environmental Protection Institute (IPAAM) has granted BCM a water usage permit valid for a 2-year
period.
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Review of operations
30 June 2025
Permit to support;
• the commencement of a field pilot trial to assess the in-situ permeability of the clay profile hosting the rare earths;
and
• hydraulic modelling to assess the residual chemistry of the leached profile post rare earth extraction
The field pilot trial is an important next step in the evolution of the Ema rare earths project which will gather important
information for the next study phase. To date, the Company has completed numerous field slug tests and laboratory column
tests both within Brazil and at Australian Nuclear Science & Technology Organisation (ANSTO) in Sydney. To date, all tests show
there is a degree of permeability within the weathered clays that allows solution flow and the ability to ionically recover rare
earths into solution.
Environmental Baseline Assessment
Environmental Baseline Data Collection continuation and expansion of the collection of environmental baseline data to support
the Ema Environmental Impact Assessment was conducted by CERN focusing on:
•
•
•
•
Background flora, fauna and hydrological studies in both the wet and dry seasons for the preparation of the
environmental impact assessment
In-depth analysis of potential environmental impacts due to the construction and operation of the production facility,
particularly focusing on potential hydrological impacts.
Mitigation Strategies: Development of comprehensive plans to mitigate any identified environmental and social
impacts, including water management plans and restoration of degraded areas.
Stakeholder Engagement: Continued engagement with local communities and stakeholders to ensure transparency
and address any concerns.
Permeability Field Trials 2025
Field trial preparations were finalised with in-situ leaching commencing in the last week of May 2025. The Company contracted
WSP Brazil to procure all items required for the trial, to mobilise, establish the site and operate the wellfield to provide the
hydrogeological data required.
Clay Permeability
A series of injection and extraction/monitoring holes (Figure 11.) were drilled at site location 2 in order to be able to determine
the time taken for solution to percolate through the clay horizon.
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Brazilian Critical Minerals Limited
Review of operations
30 June 2025
Figure 11. Injection and extraction/monitoring hole setup over a selective field trial area.
For each of the monitoring holes, the solution level was measured several times daily. Figure 11 shows the time taken for the
initial solution to reach the monitoring holes;
• H2-10 – achieved breakthrough inside of 3hrs
• H2-11 – achieved breakthrough inside of 26hrs; and
• H2-12 – achieved breakthrough inside of 46hrs.
•
The time taken for solution to be recorded in the wells is in direct proportion to their distance from the injection wells. This
data suggests strong percolation of fluids through the clay horizon with the information captured to be collated and used for
hydrogeological modelling as part of the upcoming bankable feasibility study and as part of our environmental permitting
application which is directed by CERN.
Figure 12. Solution levels measured daily and time taken for initial solution to reach monitoring holes.
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Brazilian Critical Minerals Limited
Review of operations
30 June 2025
Competent Person Statement
The information in this report that relates to exploration results is based on information compiled by Mr. Antonio de Castro,
BSc (Hons), MEMBER of AusIMM, CREA, who acts as BCM´s Senior Consulting Geologist through the consultancy firm, ADC
Geologia Ltda. Mr. de Castro has sufficient experience which is relevant to the type of deposit under consideration and to the
reporting of exploration results and analytical and metallurgical test work to qualify as a competent person as defined in the
2012 Edition of the Joint Ore Reserves Committee (JORC) “Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves”. Mr. Castro consents to the report being issued in the form and context in which it appears.
This report contains references to previous announcements of Exploration Results, Geological Data and Resource Estimates,
The Company confirms that it is not aware of any new information or data that materially affects the information included in
those announcements and all material assumptions and technical parameters underpinning the mineral resource estimates
included in those announcements continue to apply and have not materially changed.
The Company’s governance arrangements and internal controls for reporting its Mineral Resources Estimate includes reporting
on an annual basis and in compliance with the 2012 Edition of JORC and the ASX Listing Rules. The Competent Persons are
suitably qualified and experienced as defined in the 2012 Edition of JORC. A review of the Company’s Mineral Resource
Estimates was carried out during the year in relation to ASX Listing Rule 5.21.5.
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Brazilian Critical Minerals Limited
Directors' report
30 June 2025
Directors' Report
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 2025.
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
Mr Andrew Reid - Managing Director
Mr Nicholas Holthouse - Non-Executive Director (appointed 29 May 2025)
Mr Ben Donovan - Non-Executive Director (appointed 28 November 2024 - resigned 29 May 2025)
Ms Abby Smith - Non-Executive Director (resigned 28 November 2024)
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.
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 $5,718,564 (30 June 2024: $6,048,214).
As at 30 June 2025 the Group had $1,698,485 cash and cash equivalents (2024: $2,066,508) and net assets of $540,710 (2024:
net assets of $1,665,786).
Significant changes in the state of affairs
Director changes
There were the following changes in Directors during the year:
●
●
●
●
28 November 2024 - Ms Abby Smith retired as Non-Executive Director
28 November 2024 - Mr Ben Donovan appointed as Non-Executive Director
29 May 2025 - Mr Ben Donovan resigned as Non-Executive Director
29 May 2025 - Mr Nicholas Holthouse appointed as Non-Executive Director
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Brazilian Critical Minerals Limited
Directors' report
30 June 2025
Issue of securities
Following approval at the Company's AGM on 28 November 2024, Director Andrew Reid was issued 7,500,000 fully paid
ordinary shares and 22,500,000 Performance Rights with the following vesting conditions:
Class
Number
Grant date
Expiry date
Vesting conditions
A
7,500,000 28/11/2024
31/12/2025
B
7,500,000 28/11/2024
30/09/2026
C
7,500,000 28/11/2024
31/12/2027
The Company's 15 day volume weighted average share price being
equal to or greater than $0.10.
The Company completing a positive scoping study on the Ema and/or
Apui REE Projects.
The Company securing letters of support for offtake agreements for
greater than 50% of nominal nameplate capacity underpinning
funding for construction at the Ema and/or Apui REE Project.
22,500,000
On 1 May 2025, the Company issued 16,000,000 Performance Rights to exploration personnel as follows:
Class
Number
Grant date
Expiry date
Vesting conditions
A
3,200,000 01/05/2025
01/11/2026
B
3,200,000 01/05/2025
01/11/2026
C
3,200,000 01/05/2025
01/11/2026
D
3,200,000 01/05/2025
01/11/2027
E
3,200,000 01/05/2025
01/05/2028
Upon the Company defining a JORC indicated resource of at least
160M tonnes @ 700ppm.
Upon the Company publishing a scoping study with an Internal Rate
of Return (IRR) of greater than 20%.
Upon the Company publishing a Definitive Feasibility Study showing
a net present value (NPV) greater than A$300m.
Upon the Company’s share price being greater than A$0.05 over a
30-day volume weighted average price (VWAP).
Upon the Company being granted a preliminary licence on the Ema
rare Earth project.
16,000,000
All performance rights will expire on the holder ceasing to an officer (and employee, if applicable) unless otherwise
determined the Board at its absolute discretion.
2,000,000 performance rights lapsed on 10 February 2025.
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Brazilian Critical Minerals Limited
Directors' report
30 June 2025
The Company issued a total of 472,293,810 fully paid ordinary shares during the year raising $4,227,789 before costs as follows:
● The Company completed a 1 for 3 pro-rata non-renounceable Rights issue, whereby eligible shareholders were entitle to
apply for 1 fully paid ordinary shares for every 3 fully paid ordinary shares they held, at an issue price of $0.01 each.
19,319,163 shares were issued raising $193,192 before costs on 11 November 2024.
● The Company announced on 10 October 2024 a placement of 50,000,000 fully paid ordinary shares at $0.01 each to raise
$500,000 before costs, as follows:
* Tranche 1 - 38,451,909 fully paid ordinary shares were issued on 18 October 2024, raising $384,519 before costs;
* Tranche 2 - 11,548,091 fully paid ordinary shares were issued on 9 December 2024 following shareholder approval,
raising $115,481 before costs.
● The shortfall from the non-renounceable Rights issue was placed with brokers and sophisticated investors and issued as
shares as follows:
* 142,900,000 fully paid ordinary shares were issued 19 December 2024 at $0.01 each to raise $1,429,000 before costs;
* 12,500,000 fully paid ordinary shares were issued 6 February 2025 at $0.01 each to raise $125,000 before costs.
● The Company announced on 5 June 2025 a placement of 500,000,000 fully paid ordinary shares at $0.008 each to raise
$4,000,000. before costs. The placement was completed in two tranches:
* Tranche 1 - 247,57,647 fully paid ordinary shares were issued on 13 June 2025, raising $1,980,597 before costs;
* Tranche 2 - 252,425,353 fully paid ordinary shares were issued subsequent to year end following shareholder approval
on 12 August 2025, raising $2,019,403 before costs; and
* In addition 1 free-attaching unlisted options for every 3 new shares, exercisable at $0.011 each with a two-year expiry,
were issued subsequent to year end following shareholder approval.
The following options were issued during the financial year:
● 20,000,000 listed options were issued to Drake Private Investments LLC. on 21 August 2024 exercisable at $0.05 each on
or before 11 January 2026 in consideration for ad hoc marketing services and assistance;
● 89,225,000 unlisted options exercisable at $0.018 on or before 23 December 2027 following shareholder approval were
issued to Euroz Hartleys; and
● 50,000,000 unlisted options exercisable at $0.0175 on or before 15 December 2028 were issued to Drake Private
Investments LLC. in return for an additional advance as mentioned below.
Drake Converting Loan Agreement
The Company announced on 16 January 2025 that they have executed a variation to the Converting Loan Agreement with
Drake Special Situations LLC (now Drake Private Investments LLC.) ('Drake'), originally announced on 19 December 2019 with
the material varied key terms being:
● Issue price means the lower of:
(i) a 10% discount to the Recent Raising Price, being the price paid for Shares in the most recent capital raising undertake
by the Company prior to Drake exercising its conversion rights or where the most recent capital raising was by way of
alternative financing, the effective price that otherwise would be paid for shares;
(ii) a 10% discount to the 5-day VWAP for the trading of Shares on ASX ending on the day prior to Drake providing
conversion election; and
(iii) 2.00 cents
● The term has been extended to 15 December 2026 or as otherwise agreed to by the parties.
● Interest rate of 10% per annum.
Under the terms of the variation Drake has also agreed to provide an additional advance of $300,000 on or before 20 December
2025, but in any event after 31 March 2025 ('2025 Advance'). On 3 February 2025, in return for the 2025 Advance and for the
variation of the Convertng Loan Agreement, the Company issued 50,000,000 options exercisable at $0.0175 on or before 15
December 2028 to Drake.
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
The Company completed Tranche 2 of the Capital raising announced 5 June 2025, on 12 August 2025 by issuing 252,425,353
fully paid ordinary shares issued at $0.008 each, following shareholder approval, raising $2,019,403 before costs. 166,666,660
options exercisable at $0.011 each on or before 12 August 2027, were also issued on 12 August 2
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