Annual report
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Brazilian Critical Minerals Limited ABN 82 089 221 634 Annual Report - 30 June 2026
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Brazilian Critical Minerals Limited Corporate directory 30 June 2026 1 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 Hamilton Locke Level 39 152-158 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
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Brazilian Critical Minerals Limited Contents 30 June 2026 2 Review of operations Sustainability Annual Mineral Resource Statement 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 03 13 14 16 30 31 32 33 35 36 63 64 65 71
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 3 REVIEW OF OPERATIONS Overview Brazilian Critical Minerals Limited ( ‘BCM’ or the ‘Company’) is a mineral exploration and development company, focused on the Ema Rare Earth Elements ( ‘REE’) Project (‘Ema’ or ‘the Project’) located in the Apuí region of Amazonas State, Brazil. The Project is situated within terrain that has developed extensive clay-rich horizons enriched in rare earth elements, including the high-value magnet rare earths neodymium (‘Nd’), praseodymium (‘Pr’), dysprosium (‘Dy’) and terbium (‘Tb’). Ema is one of the largest ionic adsorption clay ( ‘IAC’) rare earth deposits globally, and the only known in -situ recovery ( ‘ISR’) ready rare earth projects in the western world. FY2026 was a transformational year for the Company, marked by the delivery of the Bankable Feasibility Study (‘BFS’) for Ema, a 58% increase in the Indicated Mineral Resource, continued strong metallurgical and processing results, key permitting milestones with Brazil's National Mining Agency (Agência Nacional de Mineração, ‘ANM’), and the establishment of a new strategic partnership. The Company also progressed offtake discussions with multiple parties and secured further funding to support the Project's advancement toward a Final Investment Decision ( ‘FID’). Bankable Feasibility Study delivers exceptional economics In June 2026, the Company announced Ema’s BFS, and confirmed exceptional Project economics to deliver a long -life, economically resilient rare earth project, to advance BCM’s pathway toward development. Key BFS metrics1: • Post tax NPV8: US$1.47B • Post-tax IRR: 105% • Capex (stage 1): US$74M • Payback period: 6-months • Operating costs: US$8.84/kg Total Rare Earth Oxide (‘TREO’) • Product: Premium Mixed Rare Earth Carbonate (‘MREC’) averaging ~52% TREO The BFS incorporates a two -stage development basis, targeting a life -of-mine ( ‘LOM’) average processing capacity of approximately 5,500tpa TREO 1 over a 20 -year mine life. The Project combines staged low development capital expenditure, low operating costs, simplified flow sheets and the production of a single saleable high-value MREC product to generate a post- tax NPV8 of US$1.47B1 (as outlined in Table 1). Table 1: Bankable Feasibility Study key outcomes1 Production Metrics Unit LOM High Case Life of Mine years 20 Average Annual TREO produced t 5,500 Average Annual MREO produced t 1,900 TREO (in final MREC) % 52% Base Case Price – NdPr US$/kg 108 High Case Price – NdPr US$/kg 130 NPV, returns and key metrics Unit Base Case High Case NPV8% (post-tax, ungeared) US$M 1,465 1,856 IRR (post-tax, nominal basis) % 105 124 Total Cash Flow (post-tax) US$M 3,369 4,239 EBITDA (LOM Avg) US$M 219 271 Payback period (pre-tax, from first production) months 6 3 Pre-production capital expenditure US$M 74 74 Unit cash operating costs C1 Operating Cost – TREO US$/kg 8.84 8.84 C1 Operating Cost - MREO US$/kg 22.44 22.44 Payability % 70 70 1 Refer to ASX Announcement dated 30 June 2026.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 4 A central driver of the Project's economics is its in-situ recovery (‘ISR’) mining method, which extracts rare earths directly from the clay host via injection and extraction holes rather than through conventional open -pit mining, crushing and physical ore processing. This substantially reduces the environmental footprint of the project, which eliminates the need for open pit mining and all associated infrastructure as well as a large portion of operational costs. This was the primary driver of the Stage 1 low capital expenditure. The Stage 1 pre-production capital expenditure2 of US$74M is inclusive of a US$19M CO2 capture and storage system covering Stage 1 and 2 production, and Year 1 wellfield development costs. The Stage 2 expansion capital 2 of US$27M targeted in Year 2/3 would further increase capacity by 100%. The staged development approach was adopted specifically to reduce initial capital outlay and financing risk as well as allowing time to establish the initial Wellfield 1 leaching arrangements, allowing Stage 2's capacity doubling to be substantially fun ded from Stage 1 operating cash flow given the Project's short payback period, while preserving the option for further expansion beyond Stage 2 as the wellfield network is progressively developed across the Project area. Figure 1: Location of Process Plant and associated infrastructure during the first years of production 2. The anticipated leaching schedule outlined in Figure 1 assumes staggered development where a series of pods are leached sequentially and in parallel, with those pods closest to the processing plant being developed first. Stage 1 will be develope d over the first 2 years followed by an expansion of 100% to Stag e 2 targeting full capacity in year 4. Over the Project's 20 -year life of mine, extraction of approximately 109,500 tonnes of TREO is anticipated, with an expected average processing capacity of ~5,500tpa TREO (~10,500tpa of shipped MREC) (refer Table 2 and Figure 2). The Project is designed to produce a single final MREC product of ~52% TREO2, with grade varying across the different mineralisation pods. Table 2: BFS key physical outcomes2 Production Metrics Unit Years 1-5 LOM Life of Mine years 20 Total MREC produced t 39,900 210,500 Total TREO produced t 20,800 109,500 Total MREO produced t 7,300 38,020 Average TREO plant feed Grade ppm 1,184 1,184 MREO Recovery % 55 55 2 Refer to ASX Announcement dated 30 June 2026.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 5 Figure 2: BFS Production profile over life of mine 20 years 3 The BFS represents an advanced study, reflecting an expected accuracy range of approximately ±15%, subject to the assumptions, exclusions, and qualifications outlined in the study. The key financial inputs and outcomes 3 are outlined in Table 3. Base case pricing was derived from independent commissioned analysis with a specific focus on Ema rare earth elements: NdPr, Dy and Tb; a High Case scenario (pricing escalated 20%) was also presented, yielding a post -tax NPV 8 of US$1.86B and IRR of 124%. Table 3: Key financial inputs and outcomes3 Key financial outcomes Unit Base Case High Case Price inputs (LOM average) +20% R$:US$ (long term forecast) 5.15 5.15 NdPr price forecast – average LOM US$/kg 108 130 Dy price forecast – average LOM US$/kg 1,583 1,900 Tb price forecast – average LOM US$/kg 3,869 4,643 Cashflow & Earnings Metrics Annual Revenue US$M 265 318 Total Revenue US$M 5,436 6,526 Project net cashflow (post-tax) US$M 3,369 4,239 NPV, returns and key metrics NPV8% (pre-tax, ungeared) US$M 1,785 2,258 NPV8% (post-tax) US$M 1,465 1,856 IRR (pre-tax, nominal basis) % 120 142 IRR (post-tax, nominal basis) % 105 124 Payback period (pre-tax, from first production) months 6 3 Capital efficiency (pre-tax NPV / capex) multiple 16.2x 20.5x Pre-production capital expenditure US$M 74 74 LOM sustaining capital expenditure US$M / year 12.95 12.95 Unit cash operating costs Annual operating cost US$M 42.4 42.4 Annual operating cost US$/kg TREO 8.84 8.84 Annual AISC US$/kg MREO 37.50 37.50 Base Case: Weighted Average price. High Case: Weighted Average price based on commissioned pricing and escalated by 20% by BCM. Pre-Production Capital Expenditure is inclusive of 14.4% contingency. Annual revenue is inclusive of the 70% payability and FOB Manaus. 3 Refer to ASX Announcement dated 30 June 2026. 0 2,000 4,000 6,000 8,000 10,000 12,000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Tonnes Year Annual Production Total MREC (t) Total TREO (t) Total MREO (t)
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 6 Indicated Mineral Resource Estimate4 increased by 58% In April 2026, the Company updated the Ema Project Mineral Resource Estimate 4 to 1.07 billion tonnes at 732ppm TREO, including a 58% increase in the Indicated Resource to 392Mt at 773ppm TREO (refer Table 4), up from 248Mt at 759ppm reported5 on 21 February 2025. The updated MRE was completed by GE21 Consultoria Mineral and incorporates assay results from the Company's recent extensional and infill drilling program across the Ema tenement package. This high -confidence resource expansion materially de -risks the pathway to development, while retaining significant exploration upside beyond the current resource boundary. The update confirms Ema as one of the largest ionic adsorption clay rare earth deposits globally and underpins the long life-of-mine profile adopted in the BFS. Table 4: Ema REE Project 2026 JORC 2012 Mineral Resource Estimate 4 JORC Category cut-off ppm TREO Tonnes Mt TREO ppm NdPr Ppm DyTb ppm MREO ppm MREO:TREO % Indicated 500 392 773 184 17 200 25 Inferred 500 681 712 168 15 184 25 Total 500 1,071 732 174 16 190 25 Notes: Totals may not balance due to rounding of figures. For footnotes, please refer to the Annual Mineral Resource Statement. A 101-hole drilling program was completed during the year (refer Figure 3) using hand-held augers, drilled to a maximum depth of 20m providing a low cost, rapid deployment drilling program, with sufficient access to Ema’s enriched zone. Figure 3: Location of 2026 MRE6 outline (Indicated + Inferred) with red dots representing drilling completed in 2025. Assay results confirmed thick, high -grade mineralised intercepts and a consistent pattern of increasing magnet rare earth (NdPr, Dy, Tb) grades toward the base of the weathered profile, ideal for in -situ leaching. Refer to Figure 4. Results included standout intercepts such as: o 10m @ 1,049ppm TREO (EMA-TR-492), ending in 2,999ppm TREO7 o 10m @ 1,048ppm TREO (EMA-TR-417), ending in 1,443ppm TREO8 o 6m @ 1,341ppm TREO (EMA-TR-430), ending in 1,299ppm TREO8 4 Refer to ASX Announcement dated 22 April 2026 and the Annual Mineral Resource Statement. 5 Refer to ASX Announcement dated 21 February 2025 and the Annual Mineral Resource Statement. 6 Refer to ASX Announcement dated 22 April 2026. 7 Refer to ASX Announcement dated 3 March 2026. 8 Refer to ASX Announcement dated 1 December 2025.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 7 Figure 4: Drill-hole profiles9 showing typical ionic REE enrichment zone with high NdPr grades close to the fresh rock interface. Metallurgical Test work and Process Development The Company advanced several parallel workstreams during the year validating the ISR processing route and product quality for Ema, progressing from laboratory -scale leach test work through to field -scale trials and sample MREC product, in collaboration wit h the Australian Nuclear Science and Technology Organisation ( ‘ANSTO’) and Rare Earth Technologies Inc. (‘RETi’) based in the United States. Magnesium Sulphate assay program 10: A magnesium sulphate soluble rare earth assay program was completed on samples from the 2025 extensional and infill drilling campaign, testing the proportion of rare earths readily exchangeable under the mild leaching conditions proposed for ISR. Across 5 6 holes and 262 samples, 58 intercepts within the mineralised horizon returned average recoveries of 48% TREO and 62% MREO 10, with the results closely matching the recovery assumptions adopted in the February 2025 Scoping Study. The soluble MREO:TREO ratio within the mineralised horizon averaged 39% 10, notably higher than the 25% MREO:TREO ratio reported in the April 2026 Mineral Resource Estimate, indicating the extractable rare earth basket is more magnet -rare-earth-rich than the bulk resource grade alone suggests. Results confirmed strong ionic rare earth enrichment concentrated in the lower saprolite horizon immediately above fresh bedrock — the key target zone for future wellfield development, as indicated in Figure 5 and 6. Figure 5: Drill hole map10 with the soluble gram x meter from the 2025 Infill holes, with cross section A -B. Drill hole results displayed are only those from within the Indicated and Inferred portions of the April 2026 MRE. 9 Refer to ASX Announcement dated 1 December 2025. 10 Refer to ASX Announcement dated 4 June 2026.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 8 Figure 6: Cross section11 A-B from EMA-TR-492 & EMA-TR-493 Field leaching trials: Magnesium sulphate successfully leached rare earth elements into solution via ionic exchange during in - situ recovery field trials at the Ema Project as shown in Figure 7. Two field locations were injected with MgSO 4 to extract Rare Earth bearing solution from downslope monitoring wells closely simulating the layout and operational flow dynamics, to gather permeability and hydrological performance data critical to ISR system design, and collect enough pregnant liquor solution (‘PLS’) to produce a representative MREC sample. The results achieved are in line with laboratory scale tests (refer Table 5), with an initial lag phase of clay -rich horizon saturation with MgSO 4, followed by REE mobilisation once Ph has transitioned to below 4, as shown in Figure 8. Figure 7: Precipitated solids directly in the field after in-situ leaching12. Small amounts of reagent added to rare earth rich solution causing the rare earths and impurities to precipitate (cloudy material) in a beaker directly near extraction wells. 11 Refer to ASX Announcement dated 4 June 2026. 12 Refer to ASX Announcement dated 27 October 2025.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 9 Table 5: Data Comparison of Field Trial ISR vs ANSTO ISR Column Test TREO and MREO values 13 Hole ID Day (from) Day (to) No. Days Avg MREO (ppm) Avg TREO (ppm) MREO:TREO % H1-F9 9 27 19 552 1,356 41% including 12 20 10 929 2,281 41% H1-F8 11 35 25 114 293 37% including 18 24 7 262 657 39% H1-F7 12 34 23 280 672 41% including 16 25 10 408 959 42% H1-F6 35 47 13 669 1,538 43% including 37 47 11 737 1,639 43% ANSTO 6 13 7 855 2,382 36% The field pilot trial PLS solution and the ANSTO column ISR PLS achieved similar leaching profiles and sustained TREO and MREO grades, reinforcing the Company’s confidence in the Ema project. Figure 8: Pregnant liquor solution grades extracted from monitoring hole H1 -F9 located in the optimal path of solution flow from the field trial. MREO grades average 40% of the TREO values 13 ANSTO Representative MREC sample 14: ANSTO test work on pregnant liquor solution recovered from on -site field trials produced a high-grade mixed rare earth carbonate (refer Figure 9), subsequently refined to a product grading 52.5% TREO. The MREC also contains exceptionally high levels of magnet oxides at 41.5% - among the highest magnet rare earth oxide products reported globally for this deposit type, with impurity levels (iron, aluminum, calcium, magnesium, uranium and thorium) reduced to trace levels14. 13 Refer to ASX Announcement dated 18 August 2025. 14 Refer to ASX Announcement dated 17 December 2025. 10 14 10 23 36 9 13 9 146 113 295 482 917 1428 1216 1225 1017 987 1088 640 234 86 185 65 178 107 83 24 17 58 28 35 30 57 87 27 38 28 357 279 725 1100 2285 3510 2989 2996 2515 2437 2667 1584 581 220 459 166 438 261 195 59 46 142 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 GRADE (ppm) Days TREO & MREO from hole H1-F9 MREO (ppm) TREO (ppm)
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 10 Figure 9: ANSTO produced MREC product containing on average approximately 52% by volume TREO 15. Oxide samples ready for shipment to potential offtake partners. All representative MREC samples produced during the year was distributed to potential offtake partners in the United States, Europe and Asia for evaluation. Restoration Water Washing Trials 16: Following the magnesium sulphate field leaching trials, post -leach water washing and restoration trials confirmed that clay chemistry can be successfully returned to pre -leach baseline conditions, with pH, aluminium, iron and magnesium levels returning to natural background concentrations and greater than 90% recovery of magnesium ions for lixiviant recycling, supporting both the environmental case for ISR and an expected reduction in reagent operating costs. Taken together, the Company considers these results to represent a consistent and technically mature validation pathway for Ema, from the laboratory -scale soluble assay work through to high -purity sample product output, underpinning the metallurgical assumptions adopted in the BFS. Downstream Separation PLS upgrade 17: Post field trial Test work conducted with RETi using its proprietary cerium -depletion and high-performance liquid chromatography (‘HPLC’) technology achieved a 200x increase in rare earth concentration (from 930ppm to 186,000ppm, or 18.6% TREO -Ce) with 100% recovery and no loss of rare earth elements, and separated individual high-purity rare earth oxides (minimum 99.9% purity) in a 24-minute cycle time. This technology has the potential to eliminate multiple stages of the conventional process plant, including solvent extraction circuits, offering material capital and opera ting cost savings if incorporated into the Project's flowsheet. 15 Refer to ASX Announcement dated 17 December 2025. 16 Refer to ASX Announcement dated 20 October 2025. 17 Refer to ASX Announcement dated 12 January 2026.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 11 Permitting and Regulatory Engagement The Company continued to progress a two -fold permitting strategy with the ANM, covering both trial mining licences (Guias de Utilização) and the pathway to full -scale mining operating licences, while engaging in parallel with Amazonas State's environmental authority (‘IPAAM’) and the federal land settlement agency (‘INCRA’). A trial mining licence allows projects to be fast tracked into production whilst collating information to make a full mining licence application, and is valid for recurring three-year increments. The first step in a full -scale mining licence application requires a Plano de Aproveitamento Economico ( ‘PAE’), which incorporates a detailed mine plan and results from the Bankable Feasibility Study, to be submitted to the ANM. During FY2026, the Company progressed the regulatory pathway and achieved the following milestones 18: • Final Exploration Reports approved: In June 2026, exploration reports for the Ema Project tenements were approved — representing the first formal step in converting the Company's exploration tenements into trial mining licences. • Trial mining licence applications: Two trial mining licence applications were submitted to a dedicated ANM task force, with subsequent on -site field validation visit by ANM personnel in December 2025. • IPAAM approval: Assessment of the Project's Environmental Impact Study continued through IPAAM, with the required INCRA consent progressing. INCRA requires landowners across the Ema tenements to hold definitive titles, and to effectively consent to activities on their land. Two of the five seven landowners hold titles, with the remaining progressing their land registration with the assistance and support from BCM. • The Company continued to build strong municipal, state and federal relationships throughout the year, including engagement at the Apuí agricultural show and meetings between senior BCM representatives and government officials. Strategic Partnerships In April 2026, the Company entered into a collaboration agreement 19 with Southern Alliance Mining (‘SAM’), which owns 40% of MCRE Resources Sdn Bhd, an operator of one of the world's largest ISR rare earth operations at the Gerik mine in Malaysia. The agreement provides a framework for the parties to jointly assess technical, commercial and operational oppor tunities, unlock synergies, and evaluate potential development pathways and distribution of rare earth production from the respective projects. During the year, the Company continued discussions with potential global offtake partners with Mixed Rare Earth Carbonate products from BCM’s Ema Project shared for specific testing. These discussions remain ongoing. Funding The Company remained well funded throughout FY2026 to advance operations with multiple equity raises, and option conversions, further supported by the Company’s convertible note agreement. The following equity raises were successfully completed: • $2,019,403 raised (before costs) on 12 August 2025, with the completion of Tranche 2 of the June 2025 share placement20 and the following were issued: o 252,425,353 fully paid ordinary shares 20 at $0.008 per share. o 166,666,660 free attaching options21 (exercisable at $0.011 each on or before 12 August 2027). o 15,000,000 fully paid shares22 were also issued to lead managers on 23 October 2025. • $50,000 raised (before costs) on 28 August 2025, and the following were issued: o 2,173,913 fully paid ordinary shares23 at $0.023 per share. 18 Refer to ASX Announcement dated 30 June 2026. 19 Refer to ASX Announcement dated 20 April 2026. 20 Refer to ASX Announcement dated 5 June 2025. 21 Refer to ASX Announcement dated 12 August 2025. 22 Refer to ASX Announcement dated 23 October 2025. 23 Refer to ASX Announcement dated 28 August 2025.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 12 • $6,000,000 raised (before costs) on 9 October 2025, via a placement to professional and institutional investors, and the following were issued: o 200,000,000 fully paid ordinary shares24 at $0.03 per share. o 50,000,000 options25 (exercisable at $0.04 each on or before 1 October 2028) were issued to lead managers. During the year ended 30 June 2026, 53,674,998 options were exercised at $0.011 per option, converting into an equal number of ordinary shares and generating cash proceeds of $590,425. Under the Company’s convertible note agreement with Drake Private Investments LLC ( ‘Drake’), the following financing activities occurred: • On 28 August 2025, the Company converted $867,000 of outstanding debt and capitalised interest to ordinary shares, with the issue of 120,416,667 ordinary shares 26 to Drake following receipt of their conversion notice. • On 18 December 2025, the Company received an additional $300,000 loan from Drake, with a maturity of 15 December 2026. Research and Development In May 2026, the Company received both an Advance Finding and an Overseas Finding from the Australian Government's Department of Industry, Science and Resources ( ‘DISR’) under the Australian R&D Tax Incentive program 27. The Advance Finding provides multi -year pre-approval of the eligibility of the Company's registered core and supporting R&D activities for Ema, providing certainty over the Company's ability to claim the tax offset in respect of this expenditure across t he approved period. The Overseas Finding separately confirms that specified R&D activities conducted outside Australia — namely certain ISR, metallurgical and hydrogeological test work that must be performed in Brazil due to the location -specific nature of the Ema deposit — are also eligible activities, notwithstanding that they are not conducted within Australia. Together, these findings materially reduce the regulatory and compliance risk associated with the Company's R&D expenditure, and support the Company's ability to fund and progress the Ema Project's ongoing technical program. Legal Proceedings As announced to the market on 25 November 2025, the Company is subject to an ongoing legal dispute28 with Drake in relation to the Company’s convertible loan agreement dated 16 December 2019. Drake alleges breaches by the Company concerning the loan conversion made under the agreement. Drake’s claim seeks, amongst other things, the issue of options, and reimbursement of legal costs. The Company disputes the allegations and intends to defend the proceedings. Further detail regarding this matter is set out in the Contingent Liabilities note to the financial statements. 24 Refer to ASX Announcement dated 9 October 2025. 25 Refer to ASX Announcement dated 16 October 2025. 26 Refer to ASX Announcement dated 28 August 2025. 27 Refer to ASX Announcement dated 4 May 2026. 28 Refer to ASX Announcement dated 25 November 2025.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 13 Sustainability The adoption of responsible environmental, social, and corporate governance practices is integral to all aspects of BCM's operational activities and underpins the Company's future as a successful rare earth development company. BCM's Ema Project resource contains critical minerals that are vital to the delivery of global decarbonisation and clean energy goals. Rare earth elements, particularly the magnet rare earths neodymium -praseodymium ( ‘NdPr’), dysprosium and terbium, are essential components of the permanent magnets used in electric vehicle motors and wind turbine generators, underpinning the global transition away from fossil fuel -based transport and power generation. These metals are also c ritical to a wide range of advanced technologies, including robotics, consumer electronics, defence systems and precision industrial equipment. The use of rare earths in global decarbonisation and electrification technologies is a material opportunity for BCM. The Company, which has been present in the Apui town for 12 years , continued to build relationships with local landholders, communities as well as municipal, state and federal stakeholders during the year, including engagement at the annual Apuí agricultural show, participation in a joint IPAAM/INCRA land title registrat ion campaign benefiting the Company's landholder agreement process, as well as multiple meetings between senior Company representatives and the government officials. The Company recognises that securing land access on acceptable terms and maintaining the t rust of local communities and government stakeholders is fundamental to the Project's development pathway. More broadly, the Company considers Ema's development to be strategically aligned with global efforts to diversify rare earth supply chains beyond a small number of existing sources. Backed by the Project's scale, low capital intensity and ongoing government engagement in Brazil, BCM believes Ema is well positioned to become a reliable, and more importantly sustainable future supplier of rare earths outside China.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 14 Annual Mineral Resources Statement Annual Review The Company conducted a review of its mineral resources and ore reserves at 30 June 2026 in accordance with Listing Rule 5.21.5. Ema Project Ema Rare Earth Project is located in the Apuí region of Amazonas State, Brazil. The Project is situated within terrain that h as developed extensive clay -rich horizons enriched in rare earth elements, including the high -value magnet rare earths neodymium, p raseodymium, dysprosium and terbium. Ema is one of the largest ionic adsorption clay rare earth deposits globally. Resources Table 6 contains the updated Mineral Resource Estimate (MRE) of 1.07 billion tonnes at 732ppm TREO 29. The updated MRE incorporates assay results from the Company's recent extensional and infill drilling program across the Ema tenement package. Table 6: Ema Project JORC 2012 Mineral Resource Estimate 29 JORC Category Tonnes Mt TREO ppm NdPr Ppm DyTb ppm MREO ppm MREO:TREO % Indicated 392 773 184 17 200 25 Inferred 681 712 168 15 184 25 Total 1,071 732 174 16 190 25 Notes: 1. TREO = total rare earth oxides (CeO2, Dy2O3, Er2O3, Eu2O3, Gd2O3, Ho2O3, La2O3, Lu2O3, Nd2O3, Pr6O11, Sm2O3, Tb4O7, Tm2O3, Yb2O3) + Y2O3 2. NdPr=Pr6O11+Nd2O3 3. DyTb= Dy2O3 + Tb4O7 4. Cut-off grade 500ppm TREO 5. Totals may not balance due to rounding of figures Review of Material Changes The total changes to the Mineral Resource Estimate from February 2025 are summarised in table 7. The previous MRE for Ema compliant to JORC 2012 reporting guidelines was reported on 21 February 2025. Table 7: Ema REE Project Global Mineral Resource Estimate 29,30 Resource JORC Category Tonnes Mt TREO ppm NdPr ppm DyTb ppm MREO ppm MREO:TREO % April 202629 Indicated 392 773 184 17 200 25 April 202629 Inferred 681 712 168 15 184 25 April 202629 Total 1,071 732 174 16 190 25 Feb 202530 Indicated 248 759 176 16 192 25 Feb 202530 Inferred 695 701 165 16 181 26 Feb 202530 Total 943 716 168 16 184 26 Change Indicated 144 14 8 1 8 0 Change Inferred (14) 11 3 (1) 3 (1) Change Total 128 16 6 0 6 (1) Notes: 1. TREO = total rare earth oxides (CeO2, Dy2O3, Er2O3, Eu2O3, Gd2O3, Ho2O3, La2O3, Lu2O3, Nd2O3, Pr6O11, Sm2O3, Tb4O7, Tm2O3, Yb2O3) + Y2O3 2. NdPr=Pr6O11+Nd2O3 3. DyTb= Dy2O3 + Tb4O7 4. Totals may not balance due to rounding of figures 5. Cut-off grade 500ppm TREO 29 Refer to ASX Announcement dated 22 April 2026. 30 Refer to ASX Announcement dated 21 February 2025.
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Brazilian Critical Minerals Limited Review of operations 30 June 2026 15 These increases were driven by the incorporation of the Company's 2025 extensional and infill drilling program into the updated geological and resource model prepared by GE21 Consultoria Mineral, resulting in the conversion of a significant proportion of previously Inferred material to the Indicated category, together with extension of mineralisation along strike and at depth. Governance Statement The Company ensures that the Mineral Resource estimates are subject to appropriate levels of governance and internal controls. The Mineral Resource has been generated by employees and consultants of the Company who are experienced in best practices in mode lling and estimation methods and have undertaken reviews of the quality and suitability of the underlying information used to generate the resource estimation. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and a ssumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in reserves or resources being restated. The Mineral Resource estimates follow standard industry methodology using geological interpretation and assay results from samples obtained through drilling. The Company reports its Min eral Resources in accordance with the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” ( ‘JORC Code ’). Competent Persons named by the Company qualify as Competent Persons as defined in the JORC Code Competent Persons Statement The information in this report relates to previously reported exploration results and mineral resource estimates for the Ema Project previously released by the Company to ASX. The Company confirms that is not aware of any new information or data that mater ially affects the information included in this report and continues to apply and have not materially changed in accordance with listing Rule 5.23.2. The information in this announcement that relates to the Ema Mineral Resource 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 (associate 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 sufficien t 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 Explorat ion Results, Mineral Resources and Ore Reserves. Mr. de Castro is the Competent Person for the geological and mineralization model database (including all drilling information). Mr. Rocha is the Competent Person for the construction of the 3D geology/miner alisation model plus the mineral resource estimation. Mr Leonardo Rocha undertook a site visit to the Ema Project between 11 and 15 July 2024. Mr de Castro has planned, managed and/or conducted work programmes for the Ema/Ema East Project, including drilling. He has visited the site on numerous occasions. 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. Cautionary Statement Investors should note that Inferred Mineral Resources have a lower level of geological confidence than Indicated or Measured Mineral Resources, and there is no certainty that further exploration work will result in the determination of Indicated or Measured Mineral Resources, or that the current estimates will be converted to Ore Reserves. This statement contains forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 16 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') an d the entities it controlled at the end of, or during, the year ended 30 June 2026. 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 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 is developing 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 $ 7,874,451 including $1,129,559 in non-cash share based payments (30 June 2025: $5,718,564). As at 30 June 2026 the Group had $4,361,548 cash and cash equivalents (2025: $1,698,485) and net assets of $3,565,307 (2025: net assets of $540,710). Significant changes in the state of affairs Other than those disclosed in the Review of operations and the financial statements, it is the opinion of the directors there were no significant changes in the Group’s state of affairs that occurred during FY2026. Matters subsequent to the end of the financial year The Company announced on 7 July 2026 firm commitments to raise $10 million (before costs) via a two tranche placement at $0.053 per share. Tranche 1 was completed with 139,623,833 fully paid ordinary shares issued on 14 July 2026 raising $7,400,063 (before costs). Tranche 2 was approved at the general meeting held on 10 September 2026, and 50,432,771 fully paid ordinary shares were issued on 17 September 2026 raising the remaining $ 2,672,937. The Directors also participated in the placement with Jeremy Robinson receiving 1,000,000 shares, and Andrew Reid and Nicholas Holthouse receiving 188,679 shares each at a price of $0.053 per share. Lead Managers received 20,000,000 options exercisable at $0.10 each on 17 September 2029, in exchange for a nominal cash consideration of $0.0001 per option. 64,733,337 performance rights vested and were subsequently converted into fully paid ordinary shares on 4 August 2026 following achievement of vesting conditions. 56,000,00 performance rights were issued to Directors and Employees subject to various vesting conditions as follows: Class A Class B Class C Class D Total Jeremy Robinson 7,500,000 7,500,000 - - 15,000,000 Andrew Reid 5,000,000 5,000,000 5,000,000 5,000,000 20,000,000 Nicholas Holthouse 5,000,000 5,000,000 - - 10,000,000 Employees & contractors 5,500,000 5,500,000 - - 11,000,000 Total 23,000,000 23,000,000 5,000,000 5,000,000 56,000,000
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 17 Class Number Expiry date Vesting conditions A 23,000,000 17/09/2031 Upon the Company’s Shares achieving a VWAP of at least $0.10 per Share calculated over 20 consecutive trading days on or before the 4th anniversary of the date of issue. B 23,000,000 17/09/2031 Upon the Company’s Shares achieving a VWAP of at least $0.15 per Share calculated over 20 consecutive trading days on or before the 4th anniversary of the date of issue. C 5,000,000 17/09/2031 In respect of the Company’s Ema Project, announcement to ASX of a positive final investment decision D 5,000,000 17/09/2031 In respect of the Company’s Ema Project, announcement to ASX of the commencement of commercial production. Total 56,000,000 A total of 17,599,997 unlisted options exercisable at $0.011 on or before 12 August 2027 were converted raising $193,600 as follows: * 8,395,832 - 1 July 2026 (of which $92,355 funds were received as at 30 June 2026) * 1,958,333 - 13 July 2026 * 3,541,667 - 28 July 2026 * 849,999 - 17 August 2026 * 2,854,166 - 7 September 2026 On 10 September 2026, Shareholders approved to increase the maximum total aggregate amount of fees payable to Non - Executive Directors to $550,000 per annum. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect th e Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments and expected results of operations Information on likely developments in the operations of the Group and the expected results of operations other than as disclosed elsewhere in the report, have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the Group. Business risks The Group seeks to identify and manage material risks which may impact its strategy, financial position and performance. This section seeks to outline the principal risks which may affect Group performance. The risks are not exhaustive and are not presented in order of significance. The Board aims to manage these risks by carefully planning activities and implementing risk control measures. Certain risks are, however, inherently uncertain and outside the control of the Group. Capital requirements The ability of the Group to continue to implement its business plan, including the development of the Ema Rare Earth Project, depends on access to additional funding. The Company currently has a convertible loan facility in place, as outlined in note 13. There is no guarantee that future funding will be available when required, or be on acceptable terms. If sufficient funding is not obtained when required, the Group may need to defer, reduce or redesign exploration, evaluation or development activities and reassess discretionary spend. Mitigation: The Group monitors and optimises expenditure and assesses discretionary spend. Cash flow forecasts are reviewed monthly, and funding sources and strategies are actively managed. Legal dispute The Company is involved in legal proceedings with Drake Private Investments LLC (‘Drake’), who is a shareholder and convertible note provider, in relation to the interpretation and operation of the Company’s convertible loan agreement. The Company disputes the allegations made by Drake. An adverse outcome, or a protracted dispute, could affect the Company’s capital structure, liquidity, financing flexibility and ability to fund the Group’s planned development activities.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 18 Mitigation: The Company is defending proceedings as it disputes the allegations and the quantum of the claims. External legal advice and representation has been engaged and the Company continues to manage and assess its capital -structure, liquidity and financing strategies. Further details of the proceedings and the related contingent liability are set out in note 13. Key personnel, consultants and contractors risk The Group’s success depends on its ability to attract and retain key personnel, including a relatively small number of directors, executives, technical specialists, consultants and contractors. The loss or unavailability of key personnel could adversely impact the Group’s operations. Mitigation: The Group is expanding its executive team, maintains competitive retention arrangements, and engages suitably qualified advisers and contractors as required. It also undertakes succession and resource planning, documents key roles and scopes, and promotes knowledge sharing across project teams to reduce key-person dependency and support continuity. Country Risk: Brazil The Group’s projects are located in Brazil and are subject to risks associated with operating in that jurisdiction. These risks may include exchange -rate fluctuations, higher inflation, labour unrest, expropriation or nationalisation, renegotiation or nullification of concessions, licences, permits and contracts, environmental approvals, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation, changing political conditions, currency controls, restrictions o n imports of equipment and consumables and restrictions on the use of foreign contractors. Changes in mining or investment policies or political attitudes in Brazil may affect the Group’s operations. Changes in government regulation may also affect production, price and export controls, foreign currency remittances, income taxes, property rights, foreign investment, maintenance of claims, environmental matters, land use, claims by local people, water use and mine safety. Failure to comply with applicable laws, regulat ions and local practices relating to mineral rights applications and tenure could result in fines, penalties or other regulatory action. Mitigation: The Group has appointed qualified Brazilian legal, tax and technical advisors, regularly engages with all key authorities, and monitors developments the political, economic and regulatory landscape. Title risk Interests in mineral titles in Brazil are governed by legislation and evidenced by licences, rights, leases, land access, and other authorities (‘Title Rights’). Each Title Right has a specific term and carries expenditure, reporting and compliance obligat ions, of which non -compliance could result in penalties, or regulatory action. There is no guarantee that an application for a Title Right will be granted to the relevant Group entity, renewal is also at the discretion of the relevant government authority or that land access rights required for the Ema Rare Earth Project will be secured on a timely basis or on acceptable terms. Mitigation: The Group mitigates these risks through early engagement with regulators and landholders, maintenance of tenure and obligation registers, forward planning of title applications and renewals, and ongoing monitoring of conditions and deadlines. Exploration, development and evaluation Mineral exploration and development are inherently high -risk activities. There can be no assurance that exploration activities will result in the discovery of an economically recoverable mineral deposit. Even if an apparently viable deposit is identifi ed, there is no guarantee it can be economically exploited. Resource estimates are based upon geological interpretation, sampling and modelling and are subject to revision as additional information becomes available. Future Group exploration and development ac tivities may be affected by a range of factors beyond the control of the Group. These include geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents as well as changes in government regulations. Mitigation: The Company engages qualified technical experts, adheres to JORC code requirements, and undertakes technical analysis and planning
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 19 Project feasibility risk The development of the Ema Rare Earth project is subject to risks associated with the assumptions and estimates underpinning the Bankable Feasibility Study including Mineral Resources, recoveries, wellfield performance, reagent consumption, production rate s, capital and operating costs, rare earth prices, exchange rates, funding, permitting and the development schedule. Actual outcomes may differ materially from those anticipated, and delays, cost overruns or technical difficulties could adversely affect the project’s economics and development timeline. The proposed in-situ recovery method has not yet been demonstrated by the Group at commercial scale. Scale-up may identify technical, hydrogeological, process-control or cost issues that adversely affect project economics, development timing or the ability to achieve nameplate production. Successful development will also depend on the coordinated delivery of financing, approvals, detailed engineering, procurement, infrastructure, wellfield commissioning, product qualification and construction activities. Mitigation: The Group engaged highly qualified technical consultants and personnel to deliver the Bankable Feasibility Study, applying reasonable assumptions and estimates, and undertaking scenario analysis to test the impact of changes in key assumptions on project outcomes. Development and construction risk The development of the Ema Rare Earth Project to construction and production is subject to risks including the availability and performance of contractors, availability of equipment and materials, supply chain disruption, logistics constraints, reliance on third party infrastructure, cost escalation and receipt of required governmental approvals and permits. Delays or failures in these areas could delay or prevent construction and commissioning. There can be no assurance that: ● Construction and start-up plans will be successfully implemented; ● sufficient funds will be available to finance activities; ● personnel, materials and equipment will be available in a timely manner or on reasonable terms; ● all necessary approvals and permits will be obtained; or ● construction, completion and operating costs will not exceed current estimates. Failure to successfully manage these risks may result in financial loss, cash flow constraints or asset impairment. Mitigation: The Group seeks to mitigate this risk through the completion of engineering deliverables before material commitments, and by implementing robust project management practices, monitoring scheduling and reviewing contractor performance. Financial planning and funding sources are also undertaken to maintain sufficient funding. Operational and mining risks Exploration and development activities are subject to inherent risks and hazards including environmental hazards, industrial accidents, processing challenges, adverse land conditions, flooding, fire and severe weather events. These could result in injury or loss of life, property damage, restricted site access, interrupted operations, environmental harm, operational delays, increased costs, regulatory action, legal liabilities or reputational damage. The Group’s operational performance is also affected by factors such as mineralisation, mineral deposit grades, operating costs and commodity prices. Mitigation: The Group has engaged qualified consultants and personnel, and undertakes analysis, planning and risk assessments to manage these risks and maintain compliance. The Group also seeks to mitigate this risk through appropriate inductions, safe-work procedures, training and supervision. Environmental regulation The Group’s activities are subject to environmental regulations under Brazil federal and state legislation. The Board believes that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach to those requirements as they apply to the Group.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 20 Information on directors Name: Mr Jeremy Robinson Title: Non-Executive Chairman Qualifications: Bachelor of Commerce majoring in Corporate Finance, Investment Finance and Marketing Experience and expertise: Mr Robinson is an experienced resources executive, having more than 21 years of experience in the industry ranging from Managing Director to Business Development positions. He is currently the principal of Churchill Strategic Investments Group, which has financed multiple junior explorers and developers across the ASX and TSX. Other current listed directorships: Lac Gold Limited (ASX:LAC) - Non-Executive Director (appointed 21 August 2023) Rare X Limited (ASX:REE) - Non-Executive Chairman (appointed 27 September 2019) Cosmos Exploration Limited (ASX:C1X) - Executive Chairman (appointed 22 March 2021) Mont Royal Resources Limited (ASX:MRZ, TSXV:MRZL) - Non-Executive Director (appointed 22 October 2025) Former directorships (last 3 years): Kincora Copper Limited (ASX:KCC) - Non-Executive Director (appointed December 2023 - resigned 18 November 2025) Interests in shares: 11,333,334 fully paid ordinary shares Interests in options: 3,000,000 unlisted options exercisable at $0.05 each on or before 20 December 2026 Interests in performance rights: 4,166,666 Performance Rights and 15,000,000 2026 Performance Rights Name: Mr Andrew Reid Title: Managing Director Qualifications: Bachelor of Science in Geology, postgraduate qualifications in Mining Engineering and an MSC in Mineral Economics. Experience and expertise: Mr Reid has over 30 years’ experience in the resources industry, with more than 21 years of expertise in mine management, geology and mining engineering concentrating, on open pit and narrow vein underground mining. Previously Mr Reid was MD of Augustus Minerals and prior COO at Hastings Ltd developing the Yangibana Rare Earths project. He also held COO positions with Finders Resources and BCM International. Mr Reid spent 15 years working across Africa which included being part of operational teams developing the Paladin Energy Uranium Mines in Namibia and Malawi. Mr Reid was the General Manager of the large Kevitsa polymetallic Mine (between 2011 and 2014) in the Arctic, taking it through construction, commissioning and into operations. Other current directorships: None Former directorships (last 3 years): Augustus Minerals Limited (ASX:AUG) - Managing Director (appointed 1 March 2023 - resigned 18 March 2024) Interests in shares: 33,766,334 fully paid ordinary shares Interests in options: None Interests in performance rights: 5,000,000 Performance Rights and 20,000,000 2026 Performance Rights
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 21 Name: Mr Nicholas Holthouse Title: Non-Executive Director (appointed 29 May 2025) Qualifications: Graduate Diploma of Mining Experience and expertise: Mr. Holthouse is a mining engineer and accomplished resource industry executive with more than 36 years of experience in senior corporate, operational and project management roles, with the past seven years focused on the international rare earths industry. He is currently Managing Director of Mont Royal Resources Limited and recently served as Chief Executive Officer of Meteoric Resources Limited (ASX: MEI), which is developing the Caldeira Rare Earth Project in Brazil building and leading the company throug h the resource development and Scoping and Pre-Feasibility Study stages with significant share price appreciation over his tenure. Mr Holthouse was previously also Chief Operating Officer of Hastings Technology Metals (ASX: HAS), which is developing the Yangibana Rare Earth Project in Western Australia delivering an integrated Bankable Feasibility Study selling Mixed Rare Earth Carbonate into Europe. Other current listed directorships: Mont Royal Resources Limited (ASX:MRZ, TSXV:MRZL) – Managing Director (appointed 22 October 2025) Former directorships (last 3 years): None Interests in shares: 8,105,346 fully paid ordinary shares Interests in options: 416,666 options exercisable at $0.011 each on or before 12 August 2027 Interests in performance rights: 3,333,333 Performance Rights and 10,000,000 2026 Performance Rights 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of a ll other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Ben Donovan Mr Donovan is a member of the Governance Institute of Australia and is the principal of Argus Corporate Partners Pty Ltd which provides corporate advisory, IPO and consultancy services. Mr Donovan is currently the company secretary of several ASX listed and public unlisted companies with experience across the resources, agritech, biotech, media and technology industries. He has extensive experience in listing rules compliance and corporate governance, having served as a Senior Adviser at the ASX in Perth for almost three years, where he managed the listing process of close to 100 companies to the ASX. In addition, Mr Donovan has experience in the capital markets having raised capital and assisted numerous companies on achieving an initial listing on the ASX. Qualifications: Bachelor of Commerce (Law and Finance) & Finance (Honours), AGIA ACG Meetings of directors The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2026, and the number of meetings attended by each director were: Full Board Attended Eligible Jeremy Robinson 5 6 Andrew Reid 6 6 Nicholas Holthouse 6 6 Eligible: represents the number of meetings held during the time the director held office.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 22 Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Service agreements ● Share-based compensation ● Additional information ● Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The remuneration policy of Brazilian Critical Minerals Limited has been designed to align key objectives with shareholder and business objectives based on key performance areas to progress the Ema Project. The Board of Brazilian Critical Minerals Limited believes the remuneration policy to be appropriate. The Board may approve incentives, bonuses and options to executives from time to time. The remuneration policy is designed to attract the highest calibre of executives and reward them for performance that results in long -term growth in shareholder wealth. Remuneration paid is valued at the cost to the Group and expensed. The Board establishes and monitors the remuneration of the Chief Executive Officer. The Board's policy is to remunerate non -executive directors at market rates for time, commitment and responsibilities. Independent external advice may be sought when required. The maximum aggregate amount of fees that can be paid to non - executive directors is subject to approval by shareholders at the Annual General Meeting. The current maximum that was approved by shareholders on 10 September 2026 is $550,000 (2025: $300,000). Please refer to the Company ́s Constitution. Remuneration Committee The Company does not have a separate remuneration committee and as such all remuneration matters are considered by the Board as a whole, with no member deliberating or considering such matter in respect of their own remuneration. In the absence of a separate Remuneration Committee, the Board is responsible for: (1) Setting remuneration packages for Executive Directors, Non -Executive Directors and other Key Management Personnel, and (2) Implementing employee incentive and equity-based plans and making awards pursuant to those plans. Remuneration structure In accordance with best practice corporate governance, the structure of Non -Executive Director and Executive remuneration is separate and distinct. Non-Executive Director's remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non -executive directors' fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non -executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Executive remuneration Remuneration consists of fixed remuneration and variable remuneration (comprising short -term and long -term incentive schemes).
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 23 Fixed remuneration Fixed remuneration is reviewed annually by the Board. The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Board has access to external, independent advice where necessary. Variable remuneration The objective of the short -term incentive program is to link the achievement of the Group's operational targets with the remuneration received by the executives charged with meeting those targets. The total potential short-term incentive available is set at a level so as to provide sufficient incentive to the senior manager to achieve the operational targets and such that the cost to the Group is reasonable in the circumstances. Use of remuneration consultants The Company has not engaged any remuneration consultants. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. The key management personnel of the Group consisted of the following directors of Brazilian Critical Minerals Limited: ● Mr Jeremy Robinson - Non-Executive Chairman ● Mr Andrew Reid - Managing Director ● Mr Nicholas Holthouse - Non-Executive Director Short-term benefits Post- employment benefits Share-based payments Cash salary Cash Non- Super- Performance and fees bonus monetary annuation Shares rights Options Total 2026 $ $ $ $ $ $ $ $ Non-Executive Directors: Jeremy Robinson 64,286 - - 7,714 - 213,138 - 285,138 Nicholas Holthouse 53,571 - - 6,429 - 170,511 - 230,511 Executive Directors: Andrew Reid 300,804 - - 30,000 - 283,441 - 614,245 Total 418,661 - - 44,143 - 667,090 - 1,129,894
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 24 Short-term benefits Post- employment benefits Share-based payments Cash salary Cash Non- Super- Performance and fees bonus monetary annuation Shares rights Options Total 2025 $ $ $ $ $ $ $ $ Non-Executive Directors: Abby Smith* 22,422 - - 2,578 - 30,253 - 55,253 Ben Donovan** 55,000 - - - - - - 55,000 Nicholas Holthouse*** 5,493 - - 632 - - - 6,125 Jeremy Robinson 64,574 - - 7,426 - - 14,990 86,990 Executive Directors: Andrew Reid 290,641 - - 29,932 82,500 99,290 - 502,363 Total 438,130 - - 40,568 82,500 129,543 14,990 705,731 * Ms Smith was a director for the period 1 July 2024 to 28 November 202 4, the date that she resigned. ** Mr Donovan was a Director during the period 28 November 2024 to 29 May 2025, he is considered Key Management Personnel only during this period. Mr Donovan is also Company Secretary and his cash salary and fees of $55,000 includes $30,000 paid to Argus Corporate Pty Ltd for company secretarial services during his tenure as a Director. *** Mr Holthouse was appointed a director on 29 May 2025. The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration Share-based payments Name 2026 2025 2026 2025 Non-Executive Directors: Jeremy Robinson 25% 83% 75% 17% Nicholas Holthouse 26% 100% 74% - Ben Donovan - 100% - - Abby Smith - 45% - 55% Executive Directors: Andrew Reid 54% 64% 46% 36% Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Andrew Reid Title: Managing Director Agreement commenced: 25 March 2024 Term of agreement: No fixed term with resignation subject to six months' notice Details: FY2026 remuneration of $333,000 per annum (inclusive of superannuation). The Board undertook a comparative benchmark assessment o f its Executive and Board remuneration against 11 ASX listed rare earth peers. This resulted in a remuneration change to $450,000 per annum (exclusive of superannuation) effective from 1 July 2026.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 25 Name: Jeremy Robinson Title: Non-Executive Chair Agreement commenced: 25 March 2024 Details: FY2026 remuneration of $72,000 including superannuation. The Board undertook a comparative benchmark assessment of its Executive and Board remuneration against 11 ASX listed rare earth peers. This resulted in a remuneration change to $140,000 per annum (exclusive of superannuation) effective from 1 July 2026. Name: Nicholas Holthouse Title: Non-Executive Director - appointed 29 May 2025 Agreement commenced: 29 May 2025 Details: FY2026 remuneration of $60,000 including superannuation The Board undertook a comparative benchmark assessment of its Executive and Board remuneration against 11 ASX listed rare earth peers. This resulted in a remuneration change to $85,000 per annum (exclusive of superannuation) effective from 1 July 2026. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2026. Options There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2026. Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Name Number granted Grant date Vesting conditions Expiry date Fair value per right at valuation date Andrew Reid 7,500,000 28/11/2024 Tranche FY2025A 31/12/2025 $0.0003 Andrew Reid 7,500,000 28/11/2024 Tranche FY2025B 31/12/2026 $0.0110 Andrew Reid 7,500,000 28/11/2024 Tranche FY2025C 31/12/2027 $0.0110 Andrew Reid 5,000,000 25/11/2025 Tranche FY2026A 19/12/2030 $0.0230 Andrew Reid 5,000,000 25/11/2025 Tranche FY2026B 19/12/2030 $0.0250 Andrew Reid 5,000,000 25/11/2025 Tranche FY2026C 19/12/2030 $0.0250 Jeremy Robinson 4,166,666 25/11/2025 Tranche FY2026A 19/12/2030 $0.0230 Jeremy Robinson 4,166,667 25/11/2025 Tranche FY2026B 19/12/2030 $0.0250 Jeremy Robinson 4,166,667 25/11/2025 Tranche FY2026C 19/12/2030 $0.0250 Nicholas Holthouse 3,333,333 25/11/2025 Tranche FY2026A 19/12/2030 $0.0230 Nicholas Holthouse 3,333,333 25/11/2025 Tranche FY2026B 19/12/2030 $0.0250 Nicholas Holthouse 3,333,334 25/11/2025 Tranche FY2026C 19/12/2030 $0.0250
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 26 The vesting of Performance Rights is subject to the holder satisfying the Eligible Participant requirements under the Plan Rules and the applicable vesting conditions set out below. Eligibility generally requires the holder to remain employed or otherwis e engaged by the Company, subject to other provisions of the Plan Rules. Tranche Vesting condition FY2025A The Company's 15-day volume weighted average share price being equal to or greater than $0.10 . FY2025B The Company completing a positive scoping study on the Ema and/or Apui REE Projects. FY2025C 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. FY2026A The Company achieving a 20 -day volume -weighted average share price ( ‘VWAP’) of at least $0.04 per share (calculated over 20 consecutive trading days on which the Company's Shares actually traded). FY2026B Upon the Company announcing completion of positive Bankable Feasibility Study by 30 June 2026 at the Company’s Ema Rare Earths Project. FY2026C Upon the Company securing all government approvals and permits to enable the Company to commence project development at the Ema Rare Earths Project within four (4) years of the date of issue of the Performance Rights. The number of performance rights over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2026 are set out below: Number of Number of Number of Number of rights granted rights granted rights vested rights vested during the year during the year during the year during the year Name 2026 2025 2026 2025 Jeremy Robinson 12,500,000 - - - Andrew Reid 15,000,000 22,500,000 - 7,500,000 Nicholas Holthouse 10,000,000 - - - Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at Received Balance at the start of as part of the end of the year remuneration Additions Other the year Ordinary shares Jeremy Robinson 2,000,000 - - - 2,000,000 Andrew Reid 8,487,655 - 100,000 - 8,587,655 Nicholas Holthouse - - 1,250,000 - 1,250,000 10,487,655 - 1,350,000 - 11,837,655 Option holding The number of options over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at Balance at the start of the end of the year Granted Exercised Expired the year Options over ordinary shares Jeremy Robinson 3,000,000 - - - 3,000,000 Andrew Reid 370,370 - - (370,370) - Nicholas Holthouse* - 416,666 - - 416,666 3,370,370 416,666 - (370,370) 3,416,666 *Options were free attaching options exercisable at $0.011 on or before 12 August 2027, as part of the capital raising.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 27 Performance rights holding The number of performance rights over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at Balance at the start of the end of the year Granted Converted Expired the year Performance rights over ordinary shares Jeremy Robinson - 12,500,000 - - 12,500,000 Andrew Reid 22,500,000 15,000,000 - (7,500,000) 30,000,000 Nicholas Holthouse - 10,000,000 - - 10,000,000 22,500,000 37,500,000 - (7,500,000) 52,500,000 Additional information The earnings of the Group for the five years to 30 June 2026 are summarised below: 2026 2025 2024 Restated 2023 2022 $ $ $ $ $ Loss after income tax (7,874,451) (5,718,564) (6,048,214) (3,593,128) (2,455,992) The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2026 2025 2024 2023 2022 Share price at financial year end ($) 0.06 0.01 0.02 0.05 0.10 Basic loss per share (cents per share) (0.43) (0.59) (0.90) (0.73) (0.55) This concludes the remuneration report, which has been audited. Shares under option Unissued ordinary shares of Brazilian Critical Minerals Limited under options at the date of this report are as follows: Exercise Number Issue date Expiry date price under option 21 December 2023 20 December 2026 $0.0500 3,000,000 23 December 2024 23 December 2027 $0.0175 86,100,000 6 February 2025 23 December 2027 $0.0175 3,125,000 3 February 2025 15 December 2028 $0.0175 50,000,000 12 August 2025 12 August 2027 $0.0110 95,391,665 2 October 2025 1 October 2028 $0.0400 50,000,000 17 September 2026 17 September 2029 $0.1000 20,000,000 307,616,665 No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 28 Shares under performance rights Unissued ordinary shares of Brazilian Critical Minerals Limited under performance rights at the date of this report are as follows: Number Expiry date under rights 1 May 2028 3,200,000 19 December 2030 21,666,663 17 September 2031 56,000,000 80,866,663 No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate. Shares issued on the exercise of options The following ordinary shares of Brazilian Critical Minerals Limited were issued during the year ended 30 June 2026 and up to the date of this report on the exercise of options granted: Exercise Number of Date options converted price shares issued 8 September 2025 $0.0110 3,958,333 25 September 2025 $0.0110 4,500,000 21 October 2025 $0.0110 3,716,667 31 October 2025 $0.0110 1,875,000 22 December 2025 $0.0110 2,420,834 9 Jan 2026 $0.0110 23,499,997 23 Feb 2026 $0.0110 7,124,999 24 Feb 2026 $0.0110 4,120,834 10 Mar 2026 $0.0110 1,520,834 27 Mar 2026 $0.0110 250,000 25 May 2026 $0.0110 687,500 1 July 2026 $0.0110 8,395,832 13 July 2026 $0.0110 1,958,333 28 July 2026 $0.0110 3,541,667 17 August 2026 $0.0110 849,999 7 September 2026 $0.0110 2,854,166 71,274,995 Shares issued on the exercise of performance rights The following ordinary shares of Brazilian Critical Minerals Limited were issued during the year ended 30 June 2026 and up to the date of this report on the exercise of performance rights granted: Number of Date performance rights converted shares issued 27 March 2026 6,400,000 4 August 2026 64,733,337 71,133,337
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Brazilian Critical Minerals Limited Directors' report 30 June 2026 29 Indemnity and insurance of officers The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Non-audit services There were no non-audit services provided during the financial year by the auditor. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. Auditor William Buck Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ Jeremy Robinson Non-Executive Chair 28 September 2026
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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the directors of Brazilian Critical Minerals Limited As lead auditor for the audit of the financial report of Brazilian Critical Minerals Limited for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Brazilian Critical Minerals Limited and the entities it controlled during the year. William Buck Audit (WA) Pty Ltd ABN 67 125 012 124 Amar Nathwani Director Signed this 28 th day of September 2026
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Brazilian Critical Minerals Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2026 Note 2026 2025 $ $ The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 31 Income Other income 5 62,438 68,315 Expenses Employee benefit expenses (462,569) (465,955) Corporate and administration expenses 6 (924,366) (710,170) Depreciation expense (28,043) (35,251) Impairment of exploration and evaluation assets 10 - (86,349) Exploration and evaluation expenditure (4,242,512) (3,249,338) Share-based payments 29 (1,129,559) (379,314) Loan facility modification loss - (307,523) Foreign currency loss (12,254) (3,196) Finance costs 12 (1,137,586) (549,783) Loss before income tax expense (7,874,451) (5,718,564) Income tax expense 7 - - Loss after income tax expense for the year attributable to the owners of Brazilian Critical Minerals Limited 17 (7,874,451) (5,718,564) Other comprehensive loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations 16 (82,578) (9,070) Other comprehensive loss for the year, net of tax (82,578) (9,070) Total comprehensive loss for the year attributable to the owners of Brazilian Critical Minerals Limited (7,957,029) (5,727,634) Cents Cents Basic loss per share 28 (0.43) (0.59) Diluted earnings per share 28 (0.43) (0.59)
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Brazilian Critical Minerals Limited Consolidated statement of financial position As at 30 June 2026 Note 2026 2025 $ $ The above consolidated statement of financial position should be read in conjunction with the accompanying notes 32 Assets Current assets Cash and cash equivalents 4,361,548 1,698,485 Trade and other receivables 75,375 23,404 Other assets 8 37,374 16,724 Total current assets 4,474,297 1,738,613 Non-current assets Property, plant and equipment 9 249,910 232,339 Exploration and evaluation 10 163,295 163,176 Total non-current assets 413,205 395,515 Total assets 4,887,502 2,134,128 Liabilities Current liabilities Trade and other payables 11 342,726 290,728 Financial liabilities 12 661,243 1,127,535 Provisions and contingencies 13 225,871 175,155 Other 14 92,355 - Total current liabilities 1,322,195 1,593,418 Total liabilities 1,322,195 1,593,418 Net assets 3,565,307 540,710 Equity Issued capital 15 51,770,500 43,044,994 Reserves 16 1,880,370 2,417,607 Accumulated losses 17 (50,085,563) (44,921,891) Total equity 3,565,307 540,710
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Brazilian Critical Minerals Limited Consolidated statement of changes in equity For the year ended 30 June 2026 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 33 Issued Share-based payments Foreign currency translation Accumulated Total equity capital reserve reserve losses $ $ $ $ $ Balance at 1 July 2024 39,720,559 3,198,829 (1,430,275) (39,823,327) 1,665,786 Loss after income tax expense for the year - - - (5,718,564) (5,718,564) Other comprehensive loss for the year, net of tax - - (9,070) - (9,070) Total comprehensive loss for the year - - (9,070) (5,718,564) (5,727,634) Transactions with owners in their capacity as owners: Contributions of equity (note 15) 4,227,789 - - - 4,227,789 Share-based payments (note 15 and note 29) 82,500 296,814 - - 379,314 Options issued (note 29) (628,891) 628,891 - - - Transaction costs (356,963) - - - (356,963) Loan facility modification loss (note 12 and note 29) - 352,418 - - 352,418 Transfer performance rights expired during the year - (620,000) - 620,000 - Balance at 30 June 2025 43,044,994 3,856,952 (1,439,345) (44,921,891) 540,710
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Brazilian Critical Minerals Limited Consolidated statement of changes in equity For the year ended 30 June 2026 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 34 Issued Share-based payments Foreign currency translation Accumulated Total equity capital reserve reserve losses $ $ $ $ $ Balance at 1 July 2025 43,044,994 3,856,952 (1,439,345) (44,921,891) 540,710 Loss after income tax expense for the year - - - (7,874,451) (7,874,451) Other comprehensive loss for the year, net of tax - - (82,578) - (82,578) Total comprehensive loss for the year - - (82,578) (7,874,451) (7,957,029) Transactions with owners in their capacity as owners: Contributions of equity (note 15) 8,659,828 - - - 8,659,828 Share-based payments (note 29) 570,000 1,129,559 - - 1,699,559 Performance rights converted (note 15) 51,200 (51,200) - - - Conversion of Drake loan facility (note 12) 1,890,878 - - - 1,890,878 Options issued (note 29) (1,177,761) 1,177,761 - - - Transaction costs (1,268,639) - - - (1,268,639) Transfer options and performance rights expired during the year - (2,710,779) - 2,710,779 - Balance at 30 June 2026 51,770,500 3,402,293 (1,521,923) (50,085,563) 3,565,307
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Brazilian Critical Minerals Limited Consolidated statement of cash flows For the year ended 30 June 2026 Note 2026 2025 $ $ The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 35 Cash flows from operating activities Interest received 62,438 8,595 Payments to suppliers and employees (1,474,424) (1,141,855) Payments for exploration and evaluation expenditure (4,124,930) (3,031,264) R&D Tax Incentive received - 58,075 Net cash used in operating activities 27 (5,536,916) (4,106,449) Cash flows from investing activities Payments for property, plant and equipment 9 (51,227) (49,817) Payments for exploration and evaluation 10 - (53,968) Proceeds from disposal of property, plant and equipment 5,855 - Net cash used in investing activities (45,372) (103,785) Cash flows from financing activities Proceeds from issue of shares 15 8,659,828 4,227,789 Proceeds from borrowings 12 300,000 - Share issue transaction costs (698,639) (356,963) Interest and other finance costs paid (13,000) - Option proceeds received in advance 92,355 - Net cash from financing activities 8,340,544 3,870,826 Net increase/(decrease) in cash and cash equivalents 2,758,256 (339,408) Cash and cash equivalents at the beginning of the financial year 1,698,485 2,066,508 Effects of exchange rate changes on cash and cash equivalents (95,193) (28,615) Cash and cash equivalents at the end of the financial year 4,361,548 1,698,485
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 36 Note 1. General information The financial statements cover Brazilian Critical Minerals Limited as a Group consisting of Brazilian Critical Minerals Limit ed and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dolla rs, which is Brazilian Critical Minerals Limited's functional and presentation currency. Brazilian Critical Minerals Limited is a listed public company limited by shares, incorporated and domiciled in Australia. It s registered office and principal place of business is: Level 28, AMP Tower 140 St Georges Terrace Perth WA 6000 T: +61 8 6383 7820 A description of the nature of the Group's operations and its principal activities are included in the directors' report, whi ch is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 September 2026. The directors have the power to amend and reissue the financial statements. Note 2. Material accounting policy information New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated. Going concern The financial statements have been prepared on a going concern basis which contemplates the realisation of assets and settlement of liabilities in the ordinary course of business. The Group incurred a loss after tax in the year of $ 7,874,451 (2025 loss: $5,718,564) which includes $1,129,559 in non -cash share-based payments (2025: $379,314) and used $5,536,916 (2025: $4,106,449) of net cash in operations including payments for exploration activities. The Group has current assets of $4,474,297 (2025: $1,738,613) of which cash at bank balance was $4,361,548 (2025: $1,698,485) and current liabilities amounting to $1,322,195 (2025: $1,593,418). At balance date, the Group had net assets of $3,565,307 (2025: $540,710). Subsequent to balance date, the Company announced on 7 July 2026 firm commitments to raise $10,000,000 (before costs) via a two tranche placement at $0.053 per share. Tranche 1 was completed with 139,623,833 fully paid ordinary shares issued on 14 July 2026 raising $7,400,063 (before costs). Tranche 2 was approved at the general meeting held on 10 September 2026, and 50,432,771 fully paid ordinary shares were issued on 17 September 2026 raising the remaining $2,672,937. Included in current liabilities is a convertible note facility at a fair value of $661,243. The facility matures in December 2026, when any outstanding amounts are payable should the lender choose not to convert it into shares , or extend the maturity date. The Group had $4,361,548 in cash at bank at 30 June 2026, and its ability to continue its operational obligations are principally dependent on raising additional capital via any means available to it in a timely manner. If required, the Group can delay operational expenditure and institute cost saving measures to further reduce corporate and administrative costs. The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern .
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 37 After considering the above factors, the Directors consider it appropriate to prepare the financial report on the going conce rn basis. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for -profit o riented entities. These financial statements also comply with IFRS Accounting Standards as issued by the International Accounting Standards Board ('IASB'). Historical cost convention The financial statements have been prepared under the historical cost convention, except for the valuation of embedded derivatives in hybrid financial instruments classified as financial liabilities which are reported at fair value through prof it and loss. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. Rounding The company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2026/183. In accordance with that instrument, amounts in the financial statements and directors’ report have been rounded to the nearest dollar unless otherwise indicated. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 24. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Brazilian Critical Minera ls Limited ('Company' or 'parent entity') as at 30 June 2026 and the results of all subsidiaries for the year then ended. Brazil ian Critical Minerals Limited and its subsidiaries together are referred to in these financial statements as the 'Group'. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns throu gh its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferr ed to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non -controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises th e fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 38 Foreign currency translation The financial statements are presented in Australian dollars, which is Brazilian Critical Minerals Limited's functional and presentation currency. Foreign currency transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the repor ting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of. Revenue recognition The Group recognises revenue as follows: Interest Interest revenue is recognised as interest accrues. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Fair value measurement When an asset or liability, financial or non -financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non -current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group' s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liabilit y for at least 12 months after the reporting period. All other assets are classified as non -current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is h eld primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no rig ht at the end of the reporting period to defer the settlement of the liability for at least 12 months after the reporting period. A ll other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 39 Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value -in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre -tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Convertible note Derivative liability Derivative financial instruments are stated at fair value. The fair value of the derivative has been valued using a valuation technique, including inputs that include reference to similar instruments and option pricing models, which is updated each period. Gains and losses arising from changes in fair value of these instruments together with settlements in the period are accounted for through the consolidated statement of profit or loss and other comprehensive income through net finance costs. The convertib le note liability and derivative are removed from the statement of financial position when the obligations specified in the contract are discharged, cancelled or expired. Debt liability The embedded derivative component of a convertible note is recognised initially at fair value and the debt liability component is calculated as the difference between the financial instrument as a whole and the value of the derivative liability at inception. Any directly attributable transaction costs are allocated to the convertible note debt liability and convertible note derivat ive liability in proportion to their initial carrying amounts. Subsequent to initial recognition, the debt liability component o f the convertible note is measured at amortised cost using the effective interest method. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2026. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below. AASB 18 Presentation and Disclosure in Financial Statements This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early adoption is permitted. The standard replaces AASB 101 'Presentation of Financial Statements', with many of the original disclosure requirements retained and there will be no impact on the recognition and measurement of items in the financial statements. But the standard will affect presentation and disclosur e in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub -totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure requirements for 'management-defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBIT DA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including whether to present this information in the primary financial statements or in the notes. The Group will adopt this standard from 1 July 2027 and it is expected that there will be a significant change to the layout of the statement of profit or loss and other comprehensive income.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 40 Note 3. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets a nd liabilities (refer to the respective notes) within the next financial year are discussed below. Share-based payment transactions The Group measures the cost of equity -settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using an appropriate model taking into account the terms and conditions, management assumptions and estimates upon which the instruments were granted. Refer note 29 for details. Valuation of derivative liability The Company has entered into loan agreements which contain a conversion feature whereby the value of the loan, or a portion thereof, can be converted into shares in the Company upon the occurrence of various conversion trigger events or upon the election of the lender (or borrower). To derive the fair value of the embedded derivative liability component of the loans, a number of assumptions have been made. These assumptions, as well as key terms of the loan agreements, are outlined in note 12. Exploration and evaluation costs Exploration and evaluation expenditure is expensed to the Statement of Profit and Loss and Other Comprehensive Income in the year when it is incurred in respect of each identifiable area except in the following circumstances in which case the expenditure may be capitalised: ● Existence of a mineral deposit has been established however additional expenditure is required to determine the technical feasibility and commercial viability of extraction and it is anticipated that future economic benefits are more likely than not to be generated as a result of those expenditure; and ● Acquisition costs of exploration and evaluation assets continue to be capitalised in accordance with the above criteria. Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Note 4. Operating segments The Group has identified its operating segments based on internal reports that are reviewed by the Board and management. The Group operated in one business segment during the year, being mineral exploration and in two geographical areas, being Australia and Brazil.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 4. Operating segments (continued) 41 Operating segment information Brazil Australia Total 2026 $ $ $ Interest revenue 40,777 21,661 62,438 Other expenses (3,209,612) (4,727,277) (7,936,889) Loss before income tax expense (3,168,835) (4,705,616) (7,874,451) Income tax expense - Loss after income tax expense (7,874,451) Assets Segment assets 841,874 4,045,628 4,887,502 Total assets 4,887,502 Liabilities Segment liabilities 247,794 1,074,401 1,322,195 Total liabilities 1,322,195 Brazil Australia Total 2025 $ $ $ Segment revenue 1,645 66,670 68,315 Other expenses (3,532,727) (2,254,152) (5,786,879) Loss before income tax expense (3,531,082) (2,187,482) (5,718,564) Income tax expense - Loss after income tax expense (5,718,564) Assets Segment assets 1,637,443 496,685 2,134,128 Total assets 2,134,128 Liabilities Segment liabilities 181,192 1,412,226 1,593,418 Total liabilities 1,593,418 Accounting policy for operating segments Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the Board of Directors of the Company. Note 5. Other income 2026 2025 $ $ Interest received 62,438 8,595 R&D Tax Rebate - 58,075 Other - 1,645 Other income 62,438 68,315
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 42 Note 6. Corporate and administration expenses 2026 2025 $ $ Corporate compliance costs 108,669 91,255 Contractors and consultancy 291,483 272,659 Legal fees 194,339 77,269 Insurance 73,660 66,193 Investor relations 115,094 66,395 Travel costs 64,321 79,989 Other 76,800 56,410 924,366 710,170 Note 7. Income tax 2026 2025 $ $ Numerical reconciliation of income tax benefit and tax at the statutory rate Loss before income tax expense (7,874,451) (5,718,564) Tax at the statutory tax rate of 30% (2,362,335) (1,715,569) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Other non-allowable items 1,724,466 1,329,562 Revenue losses not recognised 700,015 671,205 Other deferred tax balances not recognised (62,146) 36,458 Over/under provision from previous years - (321,656) Income tax benefit - - 2026 2025 $ $ Recognised deferred tax 30% (2023: 30%) 1 Deferred tax liabilities Prepayments (11,212) (5,018) Deferred tax assets Carry forward revenue losses (opening) 11,212 5,018 - -
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 7. Income tax (continued) 43 2026 2025 $ $ Deferred tax assets not recognised at 30% (2023: 30%) 1 Deferred tax assets not recognised comprises temporary differences attributable to: Carry forward revenue losses 2,333,492 1,641,006 Carry forward capital losses 20,626 20,626 Capital raising costs and property, plant and equipment 128,368 154,034 Accrued expenses and provisions 7,868 10,050 Convertible notes 211,100 146,318 Employee entitlements 7,176 7,247 Unrealised FX 3,722 1,016 Total deferred tax assets not recognised 2,712,352 1,980,297 The tax benefits of the above Deferred Tax Assets will only be obtained if: (a) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised; (b) the Company continues to comply with the conditions for deductibility imposed by law; and (c) no changes in income tax legislation adversely affect the company in utilising the benefits. (1) the corporate tax rate for eligible companies is 25% providing certain turnover thresholds and other criteria are met. All other companies are taxed at 30%. Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to apply in the future income year when the asset is realised or the liability is settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated. Note 8. Other assets 2026 2025 $ $ Current assets Prepayments 37,374 16,724 Note 9. Property, plant and equipment 2026 2025 $ $ Non-current assets Plant and equipment - at cost 405,002 359,184 Less: Accumulated depreciation (155,092) (126,845) 249,910 232,339
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 9. Property, plant and equipment (continued) 44 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: $ Balance at 1 July 2024 208,369 Additions 49,817 Exchange differences 9,404 Depreciation expense (35,251) Balance at 30 June 2025 232,339 Additions 51,227 Disposals (5,855) Exchange differences 242 Depreciation expense (28,043) Balance at 30 June 2026 249,910 Accounting policy for property, plant and equipment All plant and equipment is stated at historical cost less depreciation. All repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation on assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives as follows: Motor vehicles 3-5 years Plant and equipment 3-5 years Computers 3-5 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Note 10. Exploration and evaluation 2026 2025 $ $ Non-current assets Exploration and evaluation 163,295 163,176
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 10. Exploration and evaluation (continued) 45 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: $ Balance at 1 July 2024 188,612 Additions 53,968 Exchange differences 6,945 Impairment of assets (86,349) Balance at 30 June 2025 163,176 Exchange differences 119 Balance at 30 June 2026 163,295 Accounting policy for exploration and evaluation assets Exploration and evaluation expenditure is expensed to the Statement of Profit and Loss and Other Comprehensive Income in the year when it is incurred in respect of each identifiable area except acquisition costs of exploration and evaluation assets in which case the expenditure may be capitalised. The recoverability of the carrying amount of exploration and evaluation assets is dependent on the successful development and commercial exploitation of the respective areas of interest, or alternatively, their sale. Note 11. Trade and other payables 2026 2025 $ $ Current liabilities Trade payables 256,338 230,728 Other payables 86,388 60,000 342,726 290,728 Refer to note 19 for further information on financial risk management. Note 12. Financial liabilities 2026 2025 $ $ Current liabilities Convertible notes payable - Drake 661,243 1,127,535
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 12. Financial liabilities (continued) 46 2026 2025 $ $ Derivative liability measured at fair value Convertible notes payable – Drake 661,243 412,807 Debt liability measured at amortised cost Convertible notes payable – Drake - 714,728 661,243 1,127,535 Refer to note 19 for further information on financial risk management. Convertible note - Drake The Company entered into a secured convertible loan facility on 16 December 2019 with Drake Special Situations LLC ('Drake'), with multiple agreed variations since inception. On 10 January 2025 the facility was extended and varied for a further period to 15 December 2026 (with the option to extend up to 16 December 2029 at the lender’s election ), containing the following terms: ● Election: The Company to repay the loan/convertible note facility by cash or through the issue of fully paid ordinary shares at the lender’s election. ● Shareholder Approval: Convertible Note conversion is subject to shareholder approval (if required). ● Maturity Date: 15 December 2026 ● Interest: 10% per annum payable at maturity, and can be capitalised ● Conversion price: the lower of: (i) a 10% discount to the recent raising price; (ii) a 10% discount to the 5 -day VWAP for the trading of shares on ASX ending on the day prior to a Conversion Election; and (iii) 2.00 cents ● Nominal Convertible Notes Facility as at 30 June 2026: • Loan Face Value: $300,000 advanced on 18 December 2025 • Loan Advance Face Value: $50,000 (remaining unpaid balance after conversion) Unutilised Loan Advance facility available: $4,450,000, at the lender’s election. During the year ended 30 June 2026, the following movements occurred: ● On 28 August 2025, the Company issued 120,416,667 fully paid ordinary shares to Drake at the contractual conversion price of $0.0072 per share, extinguishing $867,000 of principal and accrued interest; and ● on 18 December 2025, the Company received a loan of $300,000 from Drake with a loan maturity of 15 December 2026. Movement of the Convertible note is as follows: Total Date Description $ 01/07/2025 Opening Balance 1,127,535 28/08/2025 Loan conversion - issue of 120,416,667 fully paid ordinary shares (1,890,878) 18/12/2025 Loan received 300,000 18/12/2025 Fair value of derivative when Loan was received, in excess of cash received 184,993 30/06/2026 Change in fair value of derivative* 907,697 30/06/2026 Amortised interest* 31,896 30/06/2026 Closing balance 661,243 * The finance costs of $ 1,137,586 comprises $31,896 of capitalised interest, $13,000 of interest withholding tax paid and the change in the fair value of the derivative of $907,697.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 12. Financial liabilities (continued) 47 The Drake loan is treated as a hybrid financial instrument as it includes a combination of ‘debt’ financial liability that represents the contractual cashflows of interest payment, and a derivative financial liability that represents the conversion feature to convert the debt instrument into variable number of shares. Where the fair value of the derivative exceeds the face value of the loan, the host liability is floored at zero, with the excess recognised in profit or loss. Fair value measurement The derivative liability component of the convertible note is measured and disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement. The derivative liability is meas ured at fair value using a Monte Carlo simulation model. At 30 June 2026, the fair value of the derivative liability was $ 661,243 (30 June 2025: $412,807). The host liability was floored at zero under AASB 9 because the derivative liability exceeded the face value of the loan. Valuation model assumptions: A valuation of the derivative liability has been undertaken at 30 June 2026 using a Monte Carlo simulation model with the following assumptions: Face value $386,579 ($350,000 principal and accrued interest $36,579) Valuation date 30 June 2026 Interest rate 4.41% Share price at valuation date $0.0580 Volatility 100% Conversion price Lower of 10% discount to VWAP, 10% discount to recent raise, or $0.02 Date of maturity 15 December 2026 Accounting policy for convertible notes The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs. The convertible right is reported as a derivative liability through profit or loss as its value depends on the underlying share price and because it is not settled through the issue of a fixed number of shares. The balance of the note is reported as a financial liability at amortised cost. The fair value measurement is categorized as a Level 2 measurement because the inputs are directly observable. Note 13. Provisions and contingencies 2026 2025 $ $ Current liabilities Annual leave 51,288 24,155 Employee benefits 23,583 - Other 151,000 151,000 225,871 175,155 Contingencies (a) The subsidiary company received 2 infraction notices in January 2023 from the Institute of Environment Protection Authority arguing that the company has cleared certain areas of the native forest without seeking authorisation from the Authority. The company has contested both notices and is awaiting on a decision on this matter as at the date of this report. A provision of $151,000 of compensation / damages have been provided for as at 30 June 2026 (2025: $151,000).
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 13. Provisions and contingencies (continued) 48 (b) The subsidiary company in Brazil entered into a licence agreement with EcoBiome Metals LLC ('EcoBiome') for the use of their proprietary technology of bacterial leaching. The company has not been able to replicate in Brazil the results that wer e being generated by EcoBiome at their facilities in Texas. Notice was provided to EcoBiome to terminate the contract during June 2024, the company received an invoice from EcoBiome on 12 May 2024 for USD $350,000 which the company does not deem to be payable due to the termination of the contract. Accordingly, no provision has been made in relation to the invoice. (c) The subsidiary company in Brazil has received labour lawsuits from contractors in relation to work health safety after th eir contracts were terminated during the period. Reconciliation hearings have already been held, and the case is currently adjourned pending an outcome from the appointed expert for a work and health safety assessment before the hearing is to be continued with the Supreme Court. Management is unable to reliably determine the damages and accordingly no provision has been made as at reporting date. (d) On 25 November 2025, the Company was served with a Writ of Summons in the Supreme Court of Western Australia by Drake Private Investments LLC ( ‘Drake’). The Company is subject to an ongoing legal dispute with Drake in relation to the Company’s convertible loan agreement dated 16 December 2019. Drake alleges breaches by the Company concerning the loan conversion made under the agreement. See note 12 for details. Drake’s claim seeks, amongst other things the issue of options, and reimbursement of legal costs. The Company disputes the allegations and intends to defend the proceedings. At 30 June 2026, the matter remains in progress and the Company is unable to reliably measure any potential financial outflow, as the claims relate to disputed contractual interpretations and valuation methodologies that are yet to be determined by the Court. Based on the information currently available, the Company considers that no present obligation has been established and accordingly, no provision has been recognised in relation to this matter, which is disclosed as a contingent liability in accordance with AASB 137. The Company will continue to monitor the status of the matter and reassess the accounting treatment as it progresses. Accounting policy for provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre -tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Accounting policy for employee benefits Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Note 14. Other 2026 2025 $ $ Current liabilities Option funds received 92,355 -
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 14. Other (continued) 49 As at 30 June 2026 the Company had received $92,355 in advance from conversion of options, these options were subsequently converted into fully paid shares on 1 July 2026. 8,395,835 options were converted exercisable at $0.011 on before 12 August 2027. Note 15. Issued capital 2026 2025 2026 2025 Shares Shares $ $ Ordinary shares - fully paid 1,960,624,166 1,310,533,235 51,770,500 43,044,994 Movements in ordinary share capital Details Date Shares Issue price $ Balance 1 July 2024 830,739,425 39,720,559 Capital raising 18 October 2024 38,451,909 $0.0100 384,519 Capital raising 11 November 2024 19,319,163 $0.0100 193,192 Capital raising 9 December 2024 11,548,091 $0.0100 115,481 Capital raising 19 December 2024 142,900,000 $0.0100 1,429,000 Issue of shares to Managing Director (note 29) 23 December 2024 7,500,000 $0.0110 82,500 Capital raising 6 February 2025 12,500,000 $0.0100 125,000 Capital raising 13 June 2025 247,574,647 $0.0080 1,980,597 Less: Transaction costs arising on issue - $0.0000 (985,854) Balance 30 June 2025 1,310,533,235 43,044,994 Capital raising 12 August 2025 252,425,353 $0.0080 2,019,403 Capital raising 28 August 2025 2,173,913 $0.0230 50,000 Conversion of convertible loan facility (note 12) 28 August 2025 120,416,667 $0.0157 1,890,878 Option conversion 8 September 2025 3,958,333 $0.0110 43,542 Option conversion 25 September 2025 4,500,000 $0.0110 49,500 Capital raising 9 October 2025 200,000,000 $0.0300 6,000,000 Option conversion 21 October 2025 3,716,667 $0.0110 40,883 Shares issued in lieu of payment (note 29) 23 October 2025 15,000,000 $0.0380 570,000 Option conversion 31 October 2025 1,875,000 $0.0110 20,625 Option conversion 22 December 2025 2,420,834 $0.0110 26,629 Option conversion 9 Jan 2026 23,499,997 $0.0110 258,500 Option conversion 23 Feb 2026 7,124,999 $0.0110 78,375 Option conversion 24 Feb 2026 4,120,834 $0.0110 45,329 Option conversion 10 Mar 2026 1,520,834 $0.0110 16,729 Option conversion 27 Mar 2026 250,000 $0.0110 2,750 Performance rights conversion 27 Mar 2026 6,400,000 $0.0000 51,200 Option conversion 25 May 2026 687,500 $0.0110 7,563 Less: Transaction costs arising on issue - $0.0000 (2,446,400) Balance 30 June 2026 1,960,624,166 51,770,500 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. Every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 15. Issued capital (continued) 50 Listed options movement Expiry date Exercise price Balance at the start of the year Granted Exercised Expired Balance at the end of the year 31/12/2025 $0.1200 48,142,857 - - (48,142,857) - 11/01/2026 $0.0500 248,502,376 - - (248,502,376) - 296,645,233 - - (296,645,233) - Unlisted options movement Expiry date Exercise price Balance at the start of the year Granted Exercised Expired Balance at the end of the year 20/12/2026 $0.0500 3,000,000 - - - 3,000,000 15/12/2028 $0.0175 50,000,000 - - - 50,000,000 23/12/2027 $0.0175 89,225,000 - - - 89,225,000 12/08/2027 $0.0110 - 166,666,660 (53,674,998) - 112,991,662 01/10/2028 $0.0400 - 50,000,000 - - 50,000,000 142,225,000 216,666,660 (53,674,998) - 305,216,662 Share buy-back There is no current on-market share buy-back. Capital risk management The Group's objective when managing capital is to safeguard its ability to continue as a going concern. In order to maintain or adjust the capital structure, the Group may issue new shares or return capital to shareholders. The Group’s strategy, unchanged from the prior year, is to maintain a sufficient level of cash to meet its obligations, as and when any debts are due, and to meet any investment commitments. There are no externally imposed capital requirements for the Group. Note 16. Reserves 2026 2025 $ $ Foreign currency reserve (1,521,923) (1,439,345) Share-based payments reserve 3,402,293 3,856,952 1,880,370 2,417,607 Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. Share-based payments reserves The reserve is used to recognise the value of options and performance rights provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 16. Reserves (continued) 51 Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Share-based payments Foreign currency translation reserve reserve Total $ $ $ Balance at 1 July 2024 3,198,829 (1,430,275) 1,768,554 Foreign currency translation - (9,070) (9,070) Amortisation of performance rights 187,277 - 187,277 Options issued to advisors for capital raising 628,891 - 628,891 Amortisation of options issued to Directors 14,990 - 14,990 Options issue to Drake 446,965 - 446,965 Transfer performance rights expired during the year (620,000) - (620,000) Balance at 30 June 2025 3,856,952 (1,439,345) 2,417,607 Foreign currency translation - (82,578) (82,578) Amortisation of performance rights 1,129,559 - 1,129,559 Conversion of performance rights (51,200) - (51,200) Options issued to advisors for capital raising 1,177,761 - 1,177,761 Transfer options and performance rights expired during the year (2,710,779) - (2,710,779) Balance at 30 June 2026 3,402,293 (1,521,923) 1,880,370 Note 17. Accumulated losses 2026 2025 $ $ Accumulated losses at the beginning of the financial year (44,921,891) (39,823,327) Loss after income tax expense for the year (7,874,451) (5,718,564) Transfer from share-based payments reserves 2,710,779 620,000 Accumulated losses at the end of the financial year (50,085,563) (44,921,891) Note 18. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Note 19. Financial risk management Financial risk management objectives The overall risk management strategy seeks to assist the Consolidated Group in meeting its financial targets, while minimisin g potential adverse effects on financial performance. Its functions include the review of liquidity, foreign exchange and inter est rate risk policies and future cash flow requirements. Market risk Foreign currency risk The Group has foreign operations and is exposed to foreign currency risk arising from various currency exposures, primarily with respect to the Brazilian Real ('BRL') and United States Dollar ('USD').
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 19. Financial risk management (continued) 52 Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in the currency that is not the entity's functional currency. The risk is measured using the sensitivity analysis. The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows: Assets Liabilities 2026 2025 2026 2025 $ $ $ $ US dollars 288,739 1,590 - - Brazilian Real 430,638 103,859 45,842 30,192 719,377 105,449 45,842 30,192 Sensitivity analysis A strengthening of the AUD, as indicated below, against the BRL for the year ended and as of 30 June 2026 would have increase/(decreased) equity and profit or loss by the amounts shown below. The analysis is based on foreign currency exchange rate variances that the Group considered reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. The following table illustrates the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant foreign currency. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A negative number indicates a decrease in profit and other equity where the Australian dollar strengthens against the respective currency. For a weakening of the Australian dollar against the respective currency there would be an equal and opposite impact on the profit and other equity and the balances below would be positive. 2026 % change Effect on profit before tax $ BRL 10% 26,249 USD 10% 43,316 69,565 2025 % change Effect on profit before tax $ BRL 10% 12,186 USD 10% 145 12,331 Interest rate risk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting pe riod whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments .
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 19. Financial risk management (continued) 53 The Group is exposed to interest rate risk from funds held on deposit. The effect of a +/- 2% change in interest rates would not be material. Liquidity risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeti ng its obligations related to financial liabilities. The Group manages this risk through the following mechanisms: ● preparing forward looking cash flow analysis in relation to its operational, investing and financing activities. ● monitoring undrawn credit facilities. ● obtaining funding from a variety of sources, primarily capital raises; and ● managing credit risk related to financial assets. Remaining contractual maturities The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables h ave been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contract ual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. Weighted average interest rate 1 year or less Between 1-2 years Between 2- 5 years Over 5 years Remaining contractual maturities 2026 % $ $ $ $ $ Non-derivatives Non-interest bearing Trade payables - 256,338 - - - 256,338 Other payables - 86,388 - - - 86,388 Total non-derivatives 342,726 - - - 342,726 Derivatives Convertible notes payable 10.00% 661,243 - - - 661,243 Total derivatives 661,243 - - - 661,243 Weighted average interest rate 1 year or less Between 1 - 2 years Between 2 - 5 years Over 5 years Remaining contractual maturities 2025 % $ $ $ $ $ Non-derivatives Non-interest bearing Trade payables - 230,728 - - - 230,728 Other payables - 60,000 - - - 60,000 Interest-bearing Convertible notes payable 10.00% 714,728 - - - 714,728 Total non-derivatives 1,005,456 - - - 1,005,456 Derivatives Convertible notes payable 10.00% 412,807 - - - 412,807 Total derivatives 412,807 - - - 412,807 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 19. Financial risk management (continued) 54 Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Note 20. Key management personnel disclosures Directors The following persons were directors of Brazilian Critical Minerals Limited during the financial year: Jeremy Robinson - Non-Executive Chairman Andrew Reid - Managing Director Nicholas Holthouse - Non-Executive Director Compensation The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: 2026 2025 $ $ Short-term employee benefits 418,661 438,130 Post-employment benefits 44,143 40,568 Share-based payments 667,090 227,033 1,129,894 705,731 Note 21. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by William Buck Audit (WA) Pty Ltd, the auditor of the Company: 2026 2025 $ $ Audit services - William Buck Audit (WA) Pty Ltd Audit or review of the financial statements 55,937 57,500 Note 22. Commitments The Group has following commitments as at 30 June 2026. (a) Lease payments 2026 2025 $ $ Committed at the reporting date but not recognised as liabilities, payable: Exploration and evaluation - lease payments 22,917 67,618 The Group can exit any of the leases without any further commitments. Further expenditure for exploration and mining is at the discretion of the directors of the company.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 55 Note 23. Related party transactions Parent entity Brazilian Critical Minerals Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 25. Key management personnel Disclosures relating to key management personnel are set out in note 20 and the remuneration report included in the directors' report. Transactions with related parties There were no transactions with related parties during the current and previous financial year. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Note 24. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent 2026 2025 $ $ Loss after income tax (4,705,616) (5,612,592) Total comprehensive loss (4,705,616) (5,612,592) Statement of financial position Parent 2026 2025 $ $ Total current assets 4,043,659 1,634,754 Total assets 7,678,887 1,740,703 Total current liabilities 1,074,401 1,412,227 Total liabilities 1,074,401 1,412,227 Equity Issued capital 51,770,500 43,044,994 Share-based payments reserve 3,402,293 3,856,952 Accumulated losses (48,568,307) (46,573,470) Total equity 6,604,486 328,476
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 24. Parent entity information (continued) 56 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2026 (30 June 2025: Nil) Contingent liabilities The parent entity has a contingent liability in relation to the Writ of Summons and ongoing legal dispute with Drake Private Investments LLC as at 30 June 2026 see note 13 for details (30 June 2025: Nil). Material accounting policy information The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. Note 25. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accord ance with the accounting policy described in note 2: Ownership interest 2026 2025 Name Country of incorporation % % Mineração BBX do Brasil LTDA Brazil 100% 100% BBX Peru SAC (dormant entities) Peru 100% 100% BBX Lucanas SAC (dormant entities) Peru 100% 100% Note 26. Events after the reporting year The Company announced on 7 July 2026 firm commitments to raise $10 million (before costs) via a two tranche placement at $0.053 per share. Tranche 1 was completed with 139,623,833 fully paid ordinary shares issued on 14 July 2026 raising $7,400,063 (before costs). Tranche 2 was approved at the general meeting held on 10 September 2026, and 50,432,771 fully paid ordinary shares were issued on 17 September 2026 raising the remaining $2,672,937. The Directors also participated in the placement with Jeremy Robinson receiving 1,000,000 shares, and Andrew Reid and Nicholas Holthouse receiving 188,679 shares each at a price of $0.053 per share. Lead Managers received 20,000,000 options exercisable at $0.10 each on 17 September 2029, in exchange for a nominal cash consideration of $0.0001 per opti on. 64,733,337 performance rights vested and were subsequently converted into fully paid ordinary shares on 4 August 2026 following achievement of vesting conditions. 56,000,00 performance rights were issued to Directors and Employees subject to various vesting conditions as follows: Class A Class B Class C Class D Total Jeremy Robinson 7,500,000 7,500,000 - - 15,000,000 Andrew Reid 5,000,000 5,000,000 5,000,000 5,000,000 20,000,000 Nicholas Holthouse 5,000,000 5,000,000 - - 10,000,000 Employees & contractors 5,500,000 5,500,000 - - 11,000,000 Total 23,000,000 23,000,000 5,000,000 5,000,000 56,000,000
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 26. Events after the reporting year (continued) 57 Class Number Expiry date Vesting conditions A 23,000,000 17/09/2031 Upon the Company’s Shares achieving a VWAP of at least $0.10 per Share calculated over 20 consecutive trading days on or before the 4th anniversary of the date of issue. B 23,000,000 17/09/2031 Upon the Company’s Shares achieving a VWAP of at least $0.15 per Share calculated over 20 consecutive trading days on or before the 4th anniversary of the date of issue. C 5,000,000 17/09/2031 In respect of the Company’s Ema Project, announcement to ASX of a positive final investment decision D 5,000,000 17/09/2031 In respect of the Company’s Ema Project, announcement to ASX of the commencement of commercial production. 56,000,000 A total of 17,599,997 unlisted options exercisable at $0.011 on or before 12 August 2027 were converted raising $193,600 as follows: * 8,395,832 - 1 July 2026 (of which $92,355 funds were received as at 30 June 2026) * 1,958,333 - 13 July 2026 * 3,541,667 - 28 July 2026 * 849,999 - 17 August 2026 * 2,854,166 - 7 September 2026 On 10 September 2026, Shareholders approved to increase the maximum total aggregate amount of fees payable to Non - Executive Directors to $550,000 per annum. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect th e Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Note 27. Reconciliation of loss after income tax to net cash used in operating activities 2026 2025 $ $ Loss after income tax expense for the year (7,874,451) (5,718,564) Adjustments for: Depreciation and amortisation 28,043 35,251 Impairment of exploration and evaluation - 86,349 Share-based payments 1,129,559 379,314 Foreign exchange differences 12,254 3,196 Loan facility modification loss - 307,523 Convertible note interest and fair value movements 1,137,586 549,783 Change in operating assets and liabilities: Increase in trade and other receivables (51,971) (12,337) Increase in prepayments (20,650) (12,870) Increase in trade and other payables 51,998 258,649 Increase in other provisions 50,716 17,257 Net cash used in operating activities (5,536,916) (4,106,449)
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 58 Note 28. Earnings per share 2026 2025 $ $ Loss after income tax attributable to the owners of Brazilian Critical Minerals Limited (7,874,451) (5,718,564) Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 1,821,644,801 973,473,641 Weighted average number of ordinary shares used in calculating diluted earnings per share 1,821,644,801 973,473,641 Cents Cents Basic loss per share (0.43) (0.59) Diluted earnings per share (0.43) (0.59) Potential ordinary shares are anti -dilutive and, therefore, have not been included in the calculation of diluted earnings per share. Note 29. Share-based payments Ordinary shares 15,000,000 ordinary shares were issued to Gaia Natural Capital Pty Ltd on 23 October 2025, in lieu of payment for capital raising services. The shares were issued at $0.038 per share and an amount of a $570,000 was recognised as a cost of capital raising. Options 50,000,000 options exercisable at $0.04 on or before 1 October 2028 were issued to the joint lead managers Argonaut Securities Pty Ltd and Wallabi Group Pty Ltd on 16 October 2025. The options were valued using a Black -Scholes model, an amount of $1,177,761 was recognised in relation to the options as capital raising costs. Set out below are summaries of options on issue: Number of options Weighted average exercise price Number of options Weighted average exercise price 2026 2026 2025 2025 Outstanding at the beginning of the financial year 259,367,857 $0.0385 100,142,857 $0.0655 Granted 50,000,000 $0.0400 159,225,000 $0.0216 Expired (117,142,857) $0.0632 - $0.0000 Outstanding at the end of the financial year 192,225,000 $0.0239 259,367,857 $0.0385 Exercisable at the end of the financial year 192,225,000 $0.0239 257,367,857 $0.0384
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 29. Share-based payments (continued) 59 2026 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 25/07/2022 31/12/2025 $0.1200 15,000,000 - - (15,000,000) - 06/04/2023 31/12/2025 $0.1200 7,142,857 - - (7,142,857) - 21/12/2023 20/12/2026 $0.0500 3,000,000 - - - 3,000,000 11/01/2024 11/01/2026 $0.0500 75,000,000 - - (75,000,000) - 03/06/2024 11/01/2026 $0.0500 20,000,000 - - (20,000,000) - 28/11/2024 23/12/2027 $0.0175 89,225,000 - - - 89,225,000 16/01/2025 15/12/2028 $0.0175 50,000,000 - - - 50,000,000 02/10/2025 01/10/2028 $0.0400 - 50,000,000 - - 50,000,000 259,367,857 50,000,000 - (117,142,857) 192,225,000 Weighted average exercise price $0.0385 $0.0400 $0.0000 $0.6320 $0.0239 The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.0 years (2025: 1.5 years). For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows: Joint lead mangers Number of options 50,000,000 Valuation/grant date 2 October 2025 Expiry date 1 October 2028 Exercise price $0.040 Share price at grant date $0.034 Volatility 120% Dividend yield 0% Risk-free interest rate 3.53% Fair value at grant date $0.024 Valuation $1,177,761 Performance Rights An Employee Incentive Securities Plan has been established by the Company, whereby the Company may, at the discretion of the Board, grant performance rights over ordinary shares in the Company to certain key management personnel, employees and contractors of the Company. Set out below are summaries of performance rights granted under the plan: Number of rights 2026 2025 Outstanding at the beginning of the financial year 44,500,000 8,000,000 Granted 65,000,000 38,500,000 Exercised (6,400,000) - Expired (13,500,000) (2,000,000) Outstanding at the end of the financial year 89,600,000 44,500,000
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 29. Share-based payments (continued) 60 65,000,000 Performance Rights were issued to Directors (37,500,000 following shareholder approval at the Company's AGM on 25 November 2025) and employees and contractors (27,500,000) on 19 December 2025 as follows: Class A Class B Class C Total Director Performance Rights Jeremy Robinson 4,166,667 4,166,667 4,166,666 12,500,000 Andrew Reid 5,000,000 5,000,000 5,000,000 15,000,000 Nicholas Holthouse 3,333,333 3,333,334 3,333,333 10,000,000 12,500,000 12,500,001 12,499,999 37,500,000 Employee & contractors 9,166,670 9,166,666 9,166,664 27,500,000 21,666,670 21,666,667 21,666,663 65,000,000 With the following vesting conditions: Class Number issued Expiry date Vesting condition A 21,666,670 19/12/2030 The Company achieving a 20 -day volume -weighted average Share price (VWAP) of at least $0.04 per Share (calculated over 20 consecutive trading days on which the Company’s Shares actually traded) within four (4) years of the date of issue of the Performance Rights. B 21,666,667 19/12/2030 Upon the Company announcing completion of positive Bankable Feasibility Study by 30 June 2026 at the Company’s Ema Rare Earths Project. C 21,666,663 19/12/2030 Upon the Company securing all government approvals and permits to enable the Company to commence project development at the Ema Rare Earths Project within four (4) years of the date of issue of the Performance Rights. 65,000,000 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. These performance rights were valued, using a valuation methodology based on the guidelines set out in AASB 2 Share based payment. The probabilities of the Class B & C rights vesting will need to be reassessed at every reporting period for the Performance Rights with performance conditions which are non-market based.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 29. Share-based payments (continued) 61 For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair value at the valuation date, are as follows: Director Performance Rights: Class A Class B Class C Valuation methodology Monte Carlo Black Scholes Black Scholes Number 12,500,000 12,500,001 12,499,999 Valuation/grant date 25 November 2025 25 November 2025 25 November2025 Vesting deadline date 19 December 2029 19 December 2029 19 December 2029 Expiry date 19 December 2030 19 December 2030 19 December 2030 VWAP hurdle $0.040 nil nil Risk free interest rate 3.846% 3.846% 3.846% Volatility 80% 80% 80% Share price at grant date $0.025 $0.025 $0.025 Value per performance right $0.023 $0.025 $0.025 Fair value at grant date $281,181 $312,500 $312,500 Employee & Contractor Performance Rights: Class A Class B Class C Valuation methodology Monte Carlo Black Scholes Black Scholes Number 9,166,670 9,166,666 9,166,664 Valuation/grant date 18 December 2025 18 December 2025 18 December 2025 Vesting deadline date 19 December 2029 19 December 2029 19 December 2029 Expiry date 19 December 2030 19 December 2030 19 December 2030 VWAP hurdle $0.040 nil nil Risk free interest rate 4.170% 4.170% 4.170% Volatility 80% 80% 80% Share price at grant date $0.022 $0.022 $0.022 Value per performance right $0.019 $0.022 $0.022 Fair value at grant date $175,430 $201,667 $201,667 The value of Performance Rights on issue are being expensed over the vesting period of the Rights. During the period $1,129,559 (30 June 2025: $187,277) was recognised as an expense in relation to performance rights.
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Brazilian Critical Minerals Limited Notes to the consolidated financial statements 30 June 2026 Note 29. Share-based payments (continued) 62 2026 2025 $ $ Share-based payments expense: Performance rights amortisation 1,129,559 187,277 7,500,000 ordinary shares issued to Director Andrew Reid - 82,500 3,000,000 options exercisable at $0.05 each on or before 21 December 2026 issued to Director Jeremy Robinson - 14,990 20,000,000 listed options exercisable at $0.0175 each on or before 11 January 2026 issued to Drake - 94,547 1,129,559 379,314 Capital raising costs: 50,000,000 options exercisable at $0.04 each on or before 1 October 2028 1,177,761 - 15,000,000 ordinary shares at an issue price of $0.038 each 570,000 - 89,225,000 options exercisable at $0.0175 each on or before 23 December 2027 - 628,891 1,747,761 628,891 Loan facility modification loss: 50,000,000 options exercisable at $0.0175 each on or before 15 December 2028 issued to Drake - 352,418 2,877,320 1,360,623 Accounting policy for share-based payments The Group operates equity -settled share -based payment share and option schemes. The fair value of the equity to which recipients become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of performance rights and options is ascertained using an appropriate valuation model which incorporates all market vesting conditions. The amount to be expensed is determined by reference to the fair value of the performance rights/options or shares granted, this expense takes in account any market performance conditions and the impact of any non- vesting conditions but ignores the effect of any service and non -market performance vesting conditions. Non-market vesting conditions are taken into account when considering the number of performance rights or options expected to vest. At the end of each reporting period, the Group revises its estimate of the number of performance rights or options which are expected to vest. Revisions to the prior period estimate are recognised in profit or loss and equity.
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Brazilian Critical Minerals Limited Consolidated entity disclosure statement As at 30 June 2026 63 Basis of preparation This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001, reflecting the amendments to section 295(3A)(a)(vi) and (vii) which clarify the definition of foreign resident as being an en tity that is treated as a resident of a foreign country under the tax laws of that foreign country. The CEDS includes certain information for each entity that was part of the consolidated entity at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. Determination of Tax Residency Section 295(3B)(a) of the Corporations Act 2001 defines Australian resident as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. Section 295 (3A)(a)(vii) requires the determination of t ax residency in a foreign jurisdiction to be based on the law of the foreign jurisdiction relating to foreign income tax. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Taxation Ruling TR 2018/5. Foreign tax residency Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency in those foreign jurisdictions and ensure compliance with applicable foreign tax legislation. Name of entity Type of entity Trustee, partner or participant in JV % of share capital Place of incorporation Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) Brazilian Critical Minerals Limited Body Corporate - n/a Australia Yes n/a Mineração BBX do Brasil LTDA Body corporate - 100 Brazil Yes Brazil BBX Peru SAC (dormant) Body corporate - 100 Peru Yes n/a BBX Lucanas SAC (dormant) Body corporate - 100 Peru Yes n/a
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Brazilian Critical Minerals Limited Directors' declaration 30 June 2026 64 In the directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes comply with IFRS Accounting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements; ● the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2026 and of its performance for the financial year ended on that date; ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and ● the information disclosed in the attached consolidated entity disclosure statement is true and correct. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ Jeremy Robinson Non-Executive Chair 28 September 2026
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Independent auditor’s report to the members of Brazilian Critical Minerals Limited Report on the audit of the financial report Opinion In our opinion, the accompanying financial report of Brazilian Critical Minerals Limited (the Company) and its subsidiaries (the Group) is in accordance with the Corporations Act 2001, including: — giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended; and — complying with Australian Accounting Standards and the Corporations Regulations 2001. What was audited? We have audited the financial report of the Group, which comprises: — the consolidated statement of financial position as at 30 June 2026, — the consolidated statement of profit or loss and other comprehensive income for the year then ended, — the consolidated statement of changes in equity for the year then ended, — the consolidated statement of cash flows for the year then ended, — notes to the financial statements, including material accounting policy information, — the consolidated entity disclosure statement, and — the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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66 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Conversion and further advance under the Drake Convertible Note Loan Area of focus (refer also to notes 3 and 12) During the year ending 30 June 2026, the Group recognised finance costs of $1,129,559, arising from subsequent fair value movements and accrued interest up to 30 June 2026. We considered the accounting for and valuation of the convertible notes to be a key audit matter due to the complexity of the financial reporting requirements, the significant judgements involved in determining the appropriate accounting treatment, and the estimation uncertainty associated with the fair value measurement of the convertible notes which involved the use of significant assumptions and inputs, including those relating to the Company's share price volatility, expected term, risk-free interest rates and other market-based factors. . How our audit addressed the key audit matter Our audit procedures included: — Obtaining an understanding of the terms and conditions of the convertible note arrangements and assessed management's accounting treatment against the requirements of AASB 9 Financial Instruments and AASB 132 Financial Instruments: Presentation. — Inspecting the underlying agreements, conversion notices, and supporting documentation relating to the conversion of the loan facility during the period. — Evaluating the competence, capabilities, and objectivity of management's expert engaged to determine the fair value of the convertible notes. — Testing the key inputs and assumptions used in the valuation model by reference to external market data and other available evidence, including share price volatility, risk- free interest rates, expected term, and conversion assumptions. — Assessing the adequacy of the disclosures included in the financial report in relation to the convertible notes. Valuation and Accounting for Share-based Payments Area of focus (refer also to notes 3, 16 and 29) During the year, the Group granted 50,000,000 broker options and 65,000,000 performance rights. How our audit addressed the key audit matter Our audit procedures included: — Assessing management’s expert’s valuation, including evaluating the
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67 Other information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and — the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: Accounting for these arrangements required management to determine the appropriate measurement dates, the fair value of the equity instruments and the amount to be expensed in the year in accordance with AASB 2 Share-based Payment. This involved significant judgement in selecting appropriate valuation methodologies and inputs, assessing the number of performance rights expected to vest for non-market performance-based conditions and was therefore considered a Key Audit Matter. appropriateness of the valuation models used and key inputs applied, and agreeing the terms and conditions of the options and performance rights granted to the relevant ASX announcements and signed agreements; — Critically reviewing management’s assumptions regarding the likelihood of meeting the performance conditions for non-market-based conditions; — Evaluating the competence, capabilities, and objectivity of management's expert engaged to determine the fair value of the performance rights; and — Assessing the adequacy of the related disclosures in the financial report in accordance with AASB 2 Share Based Payment.
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68 — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and — the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report.
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69 Report on the Remuneration Report Opinion on the Remuneration Report In our opinion, the Remuneration Report of Brazilian Critical Minerals Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. What was audited? We have audited the Remuneration Report included in pages 22 to 27 of the directors’ report for the year ended 30 June 2026. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. William Buck Audit (WA) Pty Ltd ABN 67 125 012 124 Amar Nathwani Director Signed this 28 th day of September 2026
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Brazilian Critical Minerals Limited Shareholder information 30 June 2026 70 Corporate Governance In recognising the need for the highest standards of corporate behaviours and accountability, the Directors support and have adhered to the principles of sound corporate governance. The Board recognises the recommendations of the ASX Corporate Governance Council and considers the Company is compliant with those guidelines which are of importance to the operations of the Company. Where a recommendation has not been followed, this has been disclosed together with the reasons for the departure from the recommendation. In accordance with ASX Listing Rule 4.10.3, the Company has elected to disclose its Corporate Governance policies and its compliance with them on its website, rather than in the Annual Report. Accordingly, information about the Company’s Corporate Governance practices is set out on the Company’s website at https://braziliancriticalminerals.com/corporate-governance
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Brazilian Critical Minerals Limited Shareholder information 30 June 2026 71 The shareholder information set out below was applicable as at 22 September 202 6. BCM -ORDINARY FULLY PAID SHARES Number of holders % of total ordinary shares issued Number issued 1 to 1,000 181 0.00 65,331 1,001 to 5,000 417 0.05 1,210,690 5,001 to 10,000 222 0.08 1,760,775 10,001 to 100,000 936 1.82 40,538,325 100,001 and over 926 98.05 2,189,438,983 2,682 100.00 2,233,014,104 BCMOPT11 - UNL OPTIONS @ $0.05 EXP 20/12/2026 BCMOPT12 - UNLISTED OPTIONS @ $0.0175 EXP 23/12/2027 Number of holders % of total options issued Number issued Number of holders % of total options issued Number issued 1 to 1,000 - - - - - - 1,001 to 5,000 - - - - - - 5,001 to 10,000 - - - - - - 10,001 to 100,000 - - - - - - 100,001 and over 1 100.00 3,000,000 11 100.00 89,225,000 1 100.00 3,000,000 11 100.00 89,225,000 BCMOPT13 - UNLISTED OPTIONS @ $0.0175 EXP 15/12/2028 BCMOPT14 - UNLISTED OPTIONS @ $0.011 EXP 12/08/2027 Number of holders % of total options issued Number issued Number of holders % of total options issued Number issued 1 to 1,000 - - - 2 2 - 1,001 to 5,000 - - - - - - 5,001 to 10,000 - - - - - - 10,001 to 100,000 - - - 4 0.37 350,001 100,001 and over 1 100.00 50,000,000 45 99.63 95,041,662 1 100.00 50,000,000 51 100.00 95,391,665
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Brazilian Critical Minerals Limited Shareholder information 30 June 2026 72 BCMOPT15 - UNLISTED OPTIONS @ $0.04 EXP 01/10/2028 BCMOPT16 - UNLISTED OPTIONS @ $0.10 EXP 17/09/2029 Number of holders % of total options issued Number issued Number of holders % of total options issued Number issued 1 to 1,000 - - - - - - 1,001 to 5,000 - - - - - - 5,001 to 10,000 - - - - - - 10,001 to 100,000 - - - - - - 100,001 and over 6 100.00 50,000,000 9 100.00 20,000,000 6 100.00 50,000,000 9 100.00 20,000,000 BCM -UNQUOTED PERFORMANCE RIGHTS Category Number of holders Number issued BCMPER1C – Class C Performance Rights Exp 19/12/2030 9 21,666,663 BCMPERE – Class E Performance Rights Exp 01/05/2028 5 3,200,000 BCMPER10 – Class A Performance Rights Exp 17/09/2031 5 23,000,000 BCMPER11 – Class B Performance Rights Exp 17/09/2031 5 23,000,000 BCMPER12 – Class C Performance Rights Exp 17/09/2031 1 5,000,000 BCMPER13 – Class E Performance Rights Exp 17/09/2031 1 5,000,000 80,866,663 Please refer to Note 29 in the financial statements for further information. Substantial holders Drake Private Investments LLC hold 286,034,034 ordinary shares31 (12.8%) Equity Trustees Limited <Lowell Resources Fund a/c> hold 136,243,710 ordinary shares (6.10%) Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares Every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Buy-Back The Company does not have a buy-back in place at present. There are no other classes of equity securities. Stock Exchanges The securities of the Company are not quoted on any other stock exchanges other than the Australian Securities Exchange Limited (ASX). Escrowed securities The Company does not have any escrowed securities. 31 Based on Substantial shareholder notice released 15 October 2025
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Brazilian Critical Minerals Limited Shareholder information 30 June 2026 73 Twenty largest quoted equity security holders The twenty largest shareholders of ordinary shares at 22 September 2026 are listed below: Ordinary shares % of total Number held Shares issued HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 304,850,472 13.65% CITICORP NOMINEES PTY LIMITED 173,295,514 7.76% EQUITY TRUSTEES LIMITED <LOWELL RESOURCES FUND A/C> 136,243,710 6.10% BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 89,385,839 4.00% BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD> 87,110,236 3.90% UBS NOMINEES PTY LTD 70,261,881 3.15% ONE MANAGED INVESTMENT FUNDS LIMITED <TI GROWTH A/C> 59,220,000 2.65% KYRIACO BARBER PTY LTD 39,339,788 1.76% WILLIAM TAYLOR NOMINEES PTY LTD 28,500,000 1.28% MR GIUSEPPE STAMBE 28,061,064 1.26% CERTANE CT PTY LTD <ARGONAUT NATURAL RES FUND> 24,654,088 1.10% BNP PARIBAS NOMS PTY LTD 23,959,883 1.07% MR STEPHEN JAMES GLADWIN-GROVE 23,666,666 1.06% MR SEBASTIAN MARR 23,503,704 1.05% MR ANDREW REID <REID FAMILY A/C> 22,688,679 1.02% MILA INVESTMENT CO PTY LTD <MILA INVESTMENT A/C> 20,981,277 0.94% MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 18,840,131 0.84% PAMPLONA OPPORTUNITIES LTD 17,700,000 0.79% MR BRENDAN RYAN ASHDOWN 16,808,000 0.75% MICHAEL LEON SCHMULIAN 15,098,103 0.68% Top 20 Shareholders 1,224,169,035 54.82% Tenements Tenements held Location Area (Ha) Percentage ownership ANM Permit Number 880.107/08 Brazil (Ema) 9,839.91 100% Exploration Licence. GU Solicitada application in progress ANM Permit Number 880.184/16 Brazil (Ema) 9,034.00 100% Exploration Licence GU Solicitada application in progress ANM Permit Number 880.090.08 Brazil (Três Estados) 8,172.25 GU Solicitada Licence ANM Permit Number 880.076/2023 Brazil (Apuí ENE iREE) 8,475.30 100% Exploration application ANM Permit Number 880.077/2023 Brazil (Apuí ENE iREE) 8,856.84 100% Exploration application