2025 Annual Report to shareholders
Released
Released
Announcement PDF
CRITICA LIMITED
ANNUAL REPORT
30 JUNE 2025
ABN 51 119 678 385
Contents
Corporate Directory
2
Letter from Chairman
3
Review of Operations
5
Directors’ Report
14
Auditor’s Independence Declaration
32
Financial Statements
34
Consolidated Entity Disclosure Statement
67
Directors’ Declaration
68
Independent Auditor’s Report
69
Additional Shareholder Information
74
Schedule of Mineral Tenements
76
Critica Limited | 1
Directors’ Report
Corporate Directory
Non-Executive Chairman
Timothy Lindley
Non-Executive Director
Nicholas Cernotta
Executive Director & Company Secretary
Jamie Byrde
Chief Executive Officer
Jacob Deysel
Principal & Registered Office
Level 2, 16 Altona Street
West Perth WA 6005
Telephone: (08) 6279 9428
Facsimile: (08) 6500 9986
Share Registry
Automic Group
Level 5, 191 St Georges Terrace
Perth WA 6000
Auditors
Stantons International Audit and Consulting Pty Ltd
Level 2
40 Kings Park Road
WEST PERTH WA 6005
Bankers
National Australia Bank
50 St Georges Terrace
PERTH WA 6000
Stock Exchange Listing
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Code: CRI
Lawyers
Thomson Geer Lawyers
Level 29, Central Park Tower,
152-158 St Georges Terrace
PERTH WA 6000
Website Address
www.critica.limited
Critica Limited | 2
Letter from the Chairman
Dear fellow shareholders,
On behalf of the Board of Directors of Critica Limited, I am pleased to present our Annual Report for the financial
year ended 30 June 2025. This past year marks a transformational period in the Company’s journey, as we
advanced from an explorer to a developer, with momentum building across all areas of the business. With
conviction in our strategy, we continue to pursue our ambition to become Australia’s next major supplier of
magnet rare earth elements.
This year has seen Critica make the definitive shift from exploration to development. Following the successful
delineation of a globally significant rare earth resource at our Jupiter Project, located within the broader Brothers
tenement in Western Australia, we have commenced pilot-scale processing, advanced beneficiation, and
initiated workstreams towards a scoping study. Critica is now deeply engaged in the technical, commercial and
environmental foundations required to support a future production operation.
Our progress includes commissioning a pilot plant to test large-scale beneficiation processes, with earlier results
confirming exceptional physical upgrade potential of the ore. Importantly, this will allow us to advance phases of
process design, engineering and economic assessment. These achievements signal a major step-change in the
maturity of the Company and its flagship project.
Over the past year we have transformed a strategic discovery to a Rare Earth resource of National significance,
confirming that our Jupiter project is Australia’s largest, clay hosted rare-earth resource, with 1.8 billion tonnes
at 1,700 ppm TREO, including 640 million tonnes at 490 ppm MREO the subset of rare earths critical for magnets.
The Jupiter project is now the largest magnet rare earth deposit in clay in the country, made up of the high-value
elements such as neodymium, praseodymium, dysprosium and terbium.
On 1st July 2025, this year, we appointed a new CEO Jacob Deysel, an experienced mining engineer, recognising
that the company would greatly benefit from an experienced CEO with the technical skills, commercial acumen,
key relationships and specific rare earths experience, to rapidly advance Jupiter through scoping and feasibility
studies to development.
Our CEO Jacob Deysel has quickly highlighted the Jupiter resource benefits from the natural advantages of clayhosted mineralisation. These include shallow ore depths, low uranium and thorium content, and importantly, the
ability to upgrade the ore before chemical processing. Metallurgical testing has demonstrated ~95% mass
rejection and over 800% upgrade in concentrate grade has the potential to enable a smaller environmental
footprint, simpler permitting and lower downstream processing costs.
Unlike hard rock counterparts, our clay-hosted ore allows for low-impact, lower-energy physical beneficiation
before leaching. This unique advantage enables Critica to advance with a simplified and scalable processing
pathway.
The Company is advancing rapidly from resource definition to metallurgical optimisation, processing flowsheet
design, and into the early stages of commercial engagement. This past year has demonstrated exceptional
operational execution, including the successful commencement of a 3,000-kilogram pilot-scale beneficiation
plant, results that will directly inform the developing Scoping Study.
The team has also defined magnet rare earth-rich zones within the Jupiter resource, which will underpin mine
planning and enhance potential project value. Critica has initiated early-stage discussions with downstream
partners and offtake groups, positioning the Company for future commercial alignment.
Critica Limited | 3
Directors’ Report
In parallel with our rare earth focus, we continue to preserve strategic optionality through our wholly owned Mount
Lindsay Tin-Tungsten Project in Tasmania. Mount Lindsay remains one of the largest undeveloped tin projects in
the world, containing over 80,000 tonnes of tin metal and 3.2 million mtu of tungsten, with a completed Bankable
Feasibility Study (Refer ASX announcement 17 October 2012), outlining significant potential future value for
shareholders.
Tin is essential for electronics and the electric vehicle revolution, while tungsten is designated as a defence-critical
mineral which is currently export constrained globally.
Financial discipline has supported our technical progress, with significant milestones achieved while maintaining
a cash balance of $4.15 million as at 30 June 2025. The acquisition of 100% ownership of the Jupiter and broader
Brothers Project has secured strategic control over the Company’s core assets. With this foundation, Critica is
rapidly progressing through its planned development milestones, from resource delineation and beneficiation, to
mixed rare earth carbonate production and commercial readiness. The Critica team has an unwavering focus on
becoming Australia’s next credible rare earth developer.
In closing, I would like to extend my sincere gratitude to the broader Critica team for their relentless dedication and
technical excellence. Their commitment has transformed Critica into a development-ready company with strategic
relevance and long-term growth potential.
To our shareholders, thank you for your continued support. We are excited about the future and confident in the
value we are building for Critica, for Australia, and for the world developing a globally significant source of rare
earths.
Yours faithfully,
Tim Lindley
Chairman
Critica Limited
Critica Limited | 4
Review of Operations
Brothers and Jupiter Clay-Hosted Rare Earths Project, Western Australia (100% owned)
Introduction
Critica’s 100% owned, flagship Brothers Clay-Hosted Rare Earth Project (Brothers) is a large strategic
landholding totalling approximately 1,356 km2 of granted tenure, with an additional 435 km2 of licences under
application, all situated on pastoral leases in Western Australia.
The Jupiter Project (Jupiter) is a high-grade, clay-hosted rare earths deposit located within the broader
Brothers landholding. Jupiter is the first of six clay-hosted REE discoveries that the Critica team has made at
Brothers. Discovered in late 2023 through geophysical targeting, Critica rapidly deployed cost-effective aircore
drilling (AC) to advance Jupiter. The Company successfully completed circa 40,000 metres of drilling there in
less than 18 months.
To date, Jupiter boasts remarkably consistent rare earth mineralisation with broad, flat lying, high-grade zones
of 20 to 30 metre widths, under low cover and grades of over 2,000 ppm of Total Rare Earth Oxides (TREO). These
high-grade zones typically occur within circa 80 metre zones of mineralisation that grade over 1,000 ppm TREO.
The valuable magnet rare earths (MREO) make up an average of 23 percent of the material which grades over
1,000 ppm TREO (by averaged assay data). An additional stand-out feature is the consistently low presence of
in-situ thorium and uranium.
Jupiter is strategically located within the Mt Magnet and Yalgoo mining district and enjoys exceptional
development potential being located adjacent to significant surrounding infrastructure. It is less than 10 km
from the bitumen highway that runs between Mt Magnet and Geraldton, providing easy access to local labour
centres, the Port of Geraldton and the mid-west gas pipeline that runs parallel to the highway.
Figure 1 | Location Map of Jupiter within the Brothers clay-hosted REE Project
Critica Limited | 5
Directors’ Report
Review of Operations (continued)
Figure 2 | Jupiter and the Brothers Project Tenure map
Jupiter Maiden Resource Estimater
In February 2025, Critica achieved a key milestone through the release of a maiden Mineral Resource Estimate
(MRE) for Jupiter. The MRE contained an Inferred Resource of 1.8 Bt @ 1,700 ppm TREO at a 1,000ppm cut-off,
including a higher-grade component of 500 Mt @ 2,200 ppm TREO at a 1,800ppm cut-off. This high-grade
component is comparable with leading global clay-hosted REE deposits.
The MRE was prepared by leading international resource consultancy, SRK Consulting, and significantly
exceeded Critica’s expectations in terms of both tonnes and grade. The MRE also highlights excellent MREO
content averaging approximately 23% of total REEs along with a consistently low in-situ uranium and thorium
content.
The MRE was delineated with an average drill hole depth of just 58 metres, with more than 50% of drill holes
ending in mineralisation. Average thickness of mineralisation across the deposit is 31 metres. Mineralisation
begins from as little as two metres from surface, with an average depth across the deposit of 26 metres.
The Jupiter MRE establishes the project as Australia’s largest and highest-grade clay hosted rare earth resource
with a globally significant REE content potentially strategic to Australia’s future supply chain.
Notably, the MRE was delivered in just over a year following initial discovery at Jupiter in November 2023.
Critica Limited | 6
Review of Operations (continued)
Table 1 | Jupiter Inferred Grade-Tonnage Summaries
JORC Inferred Resource
Global Resource
High-Grade Resource
Cut-off
Tonnage
TREO
MREO1
TREO (ppm)
(Bt)
(ppm)
(ppm)
200
3.28
1,156
266
300
3.04
1,230
283
400
2.91
1,267
292
500
2.69
1,335
308
600
2.44
1,417
328
700
2.22
1,492
346
800
2.06
1,550
359
900
1.91
1,603
372
1,000
1.78
1,651
383
1,100
1.70
1,679
389
1,200
1.60
1,711
397
1,400
1.24
1,828
423
1,600
0.84
1,987
459
1,800
0.52
2,169
499
2,000
0.30
2,372
542
2,200
0.17
2,578
587
Resource drilling at Jupiter delivers excellent high-grade continuity of rare earth mineralization
During the financial year, Critica completed two resource definition programs at Jupiter comprising of a
combined 508 AC holes for 29,772 metres drilled. The first drilling program was completed during the September
2024 quarter and consisted of 356 drill holes for close to 22 km of drilling. The program was completed at a drill
density of 500m by 250m over a 40km2 target area. Results received from this program confirmed broad clay
zones, up to 80 metres thick, occurring over the entire Jupiter alkaline intrusion. The clay zones at Jupiter displays
broad, high grade REE mineralisation and demonstrates excellent continuity in both grade and width.
Critica subsequently conducted a follow-up AC and diamond drilling program to further target high grade zones.
Drilling density was increased to provide enhanced certainty in the continuity of this mineralisation, with drill
spacing for the program reduced in high priority areas to 250m by 250m (refer ASX release dated 2 August 2024)
All assay data from this 262-hole infill program was received during the reporting period and released in two
batches. The first batch of assay results was returned on 6 November 2024, returning the best recorded drilling
intersection at Jupiter consisting of 67m @ 3,074 ppm TREO. The remaining results from the drilling program were
released on 27 November 2024. Consistent with previous results, these final assays provided further
confirmation of the excellent continuity of high-grade rare earth mineralisation at Jupiter.
1 MREO represents the sum of the Neodymium, Praseodymium, Dysprosium and Terbium expressed as oxide. MREO is 23% of TREO.
Critica Limited | 7
Directors’ Report
Review of Operations (continued)
Figure 3 | Significant drilling intersections, coloured by TREO grade-thickness and shown on gravity
Critica Limited | 8
Review of Operations (continued)
Regional exploration drilling identified multiple new rare earth satellite discoveries
Critica undertook a regional exploration drilling program outside the existing Jupiter Project area for a total of 64
AC holes drilled. The results of this program identified broad zones of high-grade rare earth mineralisation 40km
east of the Jupiter Project.
Two sets of results were returned over the reporting period, highlighting multiple high-grade zones of
mineralisation intersected over 8km of strike. Notably, this program had a high success rate with substantial rare
earth mineralisation occurring in multiple AC holes over very broad spacing and containing up to 34% MREO.
Follow-up reconnaissance exploration drilling subsequently delivered three additional discoveries in October
2024.
To date, Critica has identified a total of five, large-scale satellite prospects to the east of Jupiter. These
discoveries suggest that Brothers, extending from and adjacent to the Jupiter Project, holds substantial potential
to host a provincial-scale rare earth mineralised system.
Consistent with results from resource drilling at Jupiter, all of these new satellite discoveries display very low
levels of thorium and uranium.
Exploration drilling targeting key satellite prospects
In May 2025, Critica announced that it had received all requisite drilling approvals to commence testing of the
key satellite prospects at the Brothers Project.
Discovery drilling of these prospects last year identified particularly high levels of the heavy rare earths and
returned assay results of up to 34% Magnet Rare Earth Oxides (MREO/TREO) and overall grades of up to 8m @
4,256ppm TREO, within broader zones of clay hosted rare earth mineralisation (refer CRI ASX release dated 17
October 2024).
The two key satellite prospects, Aurora and Juno (refer Figure 2), were also noteworthy in hosting particularly
elevated levels of key heavy rare earths, including Dysprosium, Terbium and Yttrium, within several of the
discovery holes. Critica is currently planning a comprehensive exploration drilling campaign targeting these two
large satellite prospects following the successful completion of a heritage survey.
Exploration of these satellite prospects will be supported by an Exploration Inventive Scheme (EIS) grant from the
Department of Energy, Mines, Industry Regulation and Safety (DEMIRS) in Western Australia. Proceeds from this
grant are expected to cover up to 50% of the planned drilling costs of the upcoming AC campaign.
Critica Limited | 9
Directors’ Report
Review of Operations (continued)
Metallurgical testwork programs at Jupiter deliver significant beneficiation success
Following the initial resource drill-out program at Jupiter, Critica commenced a comprehensive metallurgical
program focused on beneficiation techniques designed to remove non mineralised material and concentrate rare
earth mineralisation. Several independent Australian based and international laboratories were engaged to test
a number of techniques. As part of this initial program, Critica engaged Vietnamese based GAVAQ Solution to
target gangue removal and flotation.
Preliminary results from this initial program with GAVAQ Solution significantly exceeded expectations, delivering
excellent beneficiation outcomes using a composite sample of representative Jupiter mineralisation (including
low in-situ thorium and uranium).
A high-grade concentrate was delivered with an upgrade factor of approximately 830% (9.3x). This was
achieved by subjecting a composite sample of typical Jupiter mineralisation (grading 1,430 ppm TREO) to a
simple flotation process at ambient room temperature to produce a beneficiated product grading 13,310 ppm
(or 1.331%) TREO.
Importantly, this upgrade was achieved with an impressive 94.5% reduction in mass through to beneficiated
concentrate, and at early-stage/unoptimised REE recoveries exceeding 50%. These results confirmed the
potential for Critica to produce a high-grade concentrate through a simple flotation process at room temperature.
In May 2025, Critica commenced the next stage of metallurgical test work for Jupiter and dispatched a 400 kg
bulk sample of Jupiter material to the Centre of Science and Technology of Minerals and Environment (CSTME),
Vietnam. This second phase of beneficiation work follows on from the successful initial beneficiation work and
was designed to further refine the beneficiation process and produce material for initial leach test work.
Additionally, this phase incorporated the full suite of rare earth elements – including the Company’s first focused
analysis of HREOs.
For this second Phase, Critica received additional support from Curtin University’s Resources Technology and
Critical Minerals Trailblazer program. Under this scheme, the Company submitted a second bulk sample to the
WA School of Mines (Curtin University) to produce additional beneficiated material for future leach test work.
Critica announced the results of this metallurgical testwork subsequent to end of the financial year (refer CRI
ASX release dated 16 July 2025), with results confirming the project’s ability to generate high-quality, upgraded
material using conventional, low-cost beneficiation.
The results of this next stage of test work demonstrated the successful beneficiation of Jupiter’s clay-hosted
mineralisation through Wet Low Intensity Magnetic Separation (WLIMS) and froth flotation, producing a
significantly upgraded beneficiated grade of:
•
15,000 ppm (1.5%) TREO
•
3,990 ppm MREO
•
1,400 ppm HREO
•
5,200 ppm combined NdPr + HREO.
These results were achieved with a 95% mass reduction, representing only 5% or less of the original mass
proceeding to leaching to extract REE metals. The 95% mass reduction (consistent with the initial 94.5% mass
reduction produced during phase one) strongly supports efficient downstream processing and transport
economics. The WLIMS stage also generated an iron-rich fraction grading 67% Fe, indicating potential for a
premium iron ore by-product from the same beneficiation stream. Critica will continue to assess and refine these
opportunities as part of the REE bulk sample test programs.
Critica Limited | 10
Review of Operations (continued)
Metallurgical testwork (continued)
To date, Critica’s metallurgical testwork has confirmed the Company’s significant competitive advantage in
future processing of Jupiter ore, potentially translating to lower operating costs and capital expenditure, reduced
environmental impact, faster permitting, and in strong alignment with the Company’s ESG focus.
Ongoing metallurgical testwork continues to progress and will focus on refining beneficiation processes to
maximise grade and recoveries and producing beneficiated material suitable for leach testing and rare earth
carbonate production. Additional work is also assessing the potential production of premium iron ore from the
REE processing stream.
Kulin Project, Nickel-Copper-PGE & Gold, Western Australia
Activities during the Year
In June 2025, Critica entered into a Farm-In Agreement (Agreement) with Ausgold Limited (ASX: AUC) (Ausgold)
with respect to its Kulin Gold Project (Kulin Project).
The Kulin Project, comprising of exploration licence E70/5077, is located approximately 75km northeast of
Ausgold’s 100%-owned Katanning Gold Project.
The Agreement forms part of Critica’s strategy to focus its capital on the Company’s flagship Jupiter REE Project,
whilst reducing cash expenditure on non-core assets. The Agreement allows Critica shareholders to retain
exposure to potential upside in the Kulin Project up to a 30% joint venture interest (refer Agreement terms
below).
Key Agreement Terms
Under the Agreement, Ausgold has the right to earn up to a 70% interest in the Kulin Project over three years by
expending:
•
Stage 1: A$250,000 within 18 months to earn 51%; and
•
Stage 2: A further A$360,000 over the following 24 months to earn an additional 19%.
Upon completion of the earn-in, Critica will retain a 30% contributing interest in the Kulin Project, with the right
to convert to a 1.5% net smelter royalty (NSR) at a decision to mine.
Critica Limited | 11
Directors’ Report
Review of Operations (continued)
Sale of Riley Iron Ore Mine
Critica completed the sale of wholly owned subsidiary Venture Iron Pty Ltd on 16 July 2025 the holder of the Riley
Iron Ore Mine, to Goldvalley Brown Stone Pty Ltd for $3,000,000 plus the mining bond of $585,000.
Mt Lindsay Tin-Tungsten Project
Critica offers exposure to one of the world’s largest undeveloped Tin and Tungsten Projects. Mount Lindsay has
a granted mining lease and in excess of 80,000 tonnes of tin metal and within the same mineralised body a
globally significant tungsten resource containing 3,200,000 metric tonne units of WO3 (Mount Lindsay) (refer to
Table 3).
In 2022 The Australian Government recognized Tungsten as a critical minerals and Mount Lindsay was included
in the Critical Minerals Prospectus.
Tin is a versatile metal with a wide range of applications due to its corrosion resistance, low toxicity and useful
alloys. A critical mineral for clean energy and battery technology uses.
Tungsten a highly durable and dense metal with a wide range of industrial and technological applications
including defence and aerospace industries.
Table 3: Mount Lindsay Tin-Tungsten Project – Mineral Resource Estimate
Critica Limited | 12
Review of Operations (continued)
Notes:
•
•
•
•
•
•
The Sn equivalent formula used to calculate the Sn equivalent values for the Main and No.2 Skarns is as follows: Sn Equivalent (%)
= Sn% + (WO3% x 1.90459) + (mass recovery % of magnetic Fe x 0.006510) + (Cu% x 0.28019). Whereas for the Sn equivalent
formula used to calculate the Sn equivalent values for the Stanley River South and Reward Skarns is as follows: Sn Equivalent (%)
= Sn% + (WO3% x 1.65217) + (Cu% x 0.34783).
The mass recovery of the magnetic iron is determined mostly by Davis Tube Results (“DTR”).
The Sn equivalent formula uses a tin metal price of US$23,000/t, an APT (Ammonium Para Tungstate) price of US$380/mtu (1mtu
=10kgs of WO3), a magnetite concentrate price of US$110/t and a copper metal price of US$8,000/t;
Pilot scale metallurgical testwork has been completed on the Main and No.2 Skarns with results indicating the metallurgical
recovery for tin is 72%, for WO3 is 83%, for iron in the form of magnetite is 98% and for copper is 58%. The results of this testwork
are stated in the ASX release dated 31 August 2012;
It is the Company’s opinion that the tin, WO3 and copper, as included in the metal equivalent calculations for the Stanley River
South and Reward Skarns, have reasonable potential to be recovered for when the Mount Lindsay Project goes into production.
Reporting to two significant figures. Figures have been rounded and hence may not add up exactly to the given totals. Full details
of the estimate are in the ASX release 17 October 2012. This information was prepared and first disclosed under the JORC Code
2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially
changed since it was last reported.
Activities during the Year
The Curtin University Boron Studies are still ongoing and subject to a review and finalisation. Rehabilitation of
previous drill sites is ongoing. No further activities undertaken.
Competent Person’s Statement
The information in this report that relates to exploration results including geology interpretation, data preparation and data
quality is based on work compiled by Dr. Stuart Owen who is a Member of the Australian Institute of Geoscientists. Dr. Owen
is a permanent employee of Critica Limited and has sufficient experience that is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which he is undertaking to qualify as Competent Person as defined in
the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC
code). Dr. Owen consents to the inclusion in the report of the matters based on his information in the form and context in
which they appear.
The information in this announcement that relates to the Mineral Resource estimates for Jupiter is based on work conducted
by Rodney brown of SRK Consulting (Australasia) Pty Ltd. Rodney Brown is a member of the Australasian Institute of Mining
and Metallurgy and has sufficient experience that is relevant to the style of mineralisation type of deposit under
consideration, and to the activity he is undertaking, to qualify as a Competent Person in terms of the JORC code. Mr. Brown
consents to the inclusion in the report of the matters based on his information in the form and context in which they appear.
The information in this report that relates to Mineral Resources for the Mount Lindsay Projects is based on information
compiled by Dr. Stuart Owen who is a Member of the Australian Institute of Geoscientists. Dr. Owen is a permanent
employee of Critica Limited. Dr Owen has sufficient experience which is relevant to the style of mineralisation and type of
deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the
2004 and 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
Dr Stuart Owen consents to the inclusion in the report of the matters based on his information in the form and context in
which it appears. This information was prepared and first disclosed under the JORC Code 2004. It has not been updated
since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last
reported.
Notes: All material assumptions and technical parameters underpinning the Minerals Resource estimates referred to within
previous ASX announcements continue to apply and have not materially changed since last reported. The company is not
aware of any new information or data that materially affects the information included in this announcement.
Critica Limited | 13
Directors’ Report
Directors’ Report for the year ended 30 June 2025
The Directors of Critica Limited submit herewith the consolidated financial statements of the Company and its
controlled entities (“Group” or “Consolidated Entity”) for the financial year ended 30 June 2025 in order to
comply with the provisions of the Corporations Act 2001.
1.
Directors
The following persons were Directors of Critica Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Mr Timothy Lindley
Ms Philippa Leggat
Mr Nicholas Cernotta
Mr Jamie Byrde
2.
Non-Executive Chairman
Managing Director
Non-Executive Director
Executive Director
Resigned 22 May 2025
Appointed 22 May 2025
Principal Activities
The principal activity of the consolidated entity during the financial year was mineral exploration and
development of the Jupiter Rare Earths Project in Western Australia. There were no significant changes in the
nature of the consolidated entity’s principal activities during the financial year.
3.
Group Financial Overview
Profit and Loss
The loss attributable to owners of the consolidated entity after providing for income tax amounted to $3,750,939
(2024: $6,327,357).
Financial Position
The consolidated entity had $4,150,029 in cash and cash equivalents as at 30 June 2025 (2024: $1,642,771).
The consolidated entity had net assets of $5,331,350 (2024: $861,008) at 30 June 2025.
4.
Dividends Paid or Recommended
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way
of a dividend to the date of this report.
Critica Limited | 14
Directors’ Report for the year ended 30 June 2025 (continued)
5.
Significant Changes in the State of Affairs
The following significant changes in the state of affairs during the financial year:
•
On 5 July 2024, the Company completed Tranche 1 placement through issuance of 172,501,955 fully paid
ordinary shares at $0.019 per share, raising $3.3 million before costs.
•
On 16 July 2024, the Company completed the sale of Venture Iron Pty Ltd, the holder of the Riley Iron Ore
Mine, to Goldvalley Brown Stone Pty Ltd for $3.0 million.
•
On 26 August 2024, following shareholders’ approval at the General Meeting held on 22 August 2024, the
Company issued 120,619,099 fully paid ordinary shares at $0.019 per share to professional and
sophisticated investors and certain directors (being, Messrs Tim Lindley and Nick Cernotta) pursuant to
the second tranche of the placement (Tranche 2 Placement), raising approximately $2.3 million (before
costs). Additionally, the Company also issued 32,052,583 shares on 19 August 2024 to eligible
shareholders under the Share Purchase Plan (SPP). The issue of shares under the SPP and Tranche 2
Placement successfully completes the capital raising, which raised a total of $6.8 million before costs .
•
On 29 August 2024, the Company i
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