WEBSITE DISCLAIMER

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice
US1 Critical Minerals Limited (ACN 101 026 859) (Company) has lodged a prospectus dated 3 February 2026 (Prospectus) with the Australian Securities and Investments Commission (ASIC) in respect of offers of:

• (a) one (1) option to acquire a fully paid ordinary share in the capital of the Company (Share) for every five (5) Shares held by Eligible Shareholders at the Record Date, exercisable for $0.015 each on or before 31 March 2026 to be issued for nil consideration (New Options) (Bonus Offer);
• (b) 150,000,000 free-attaching New Options to participants of the Company’s placement to sophisticated and institutional investors announced on 19 December 2025 (Placement) on the basis of one (1) Option for every Share subscribed for and issued under the Placement (Placement Offer); and
• (c) up to 50,000,000 Options to Emes Corporate LLC (or its nominees) in consideration for services provided in relation to the Placement (Fee Option Offer),
  (together, the Offers).

The Company has specified a target market (Target Market) for investors under the Bonus Offer, which is set out in the target market determination available at https://us1cm.com/ (TMD). The Prospectus can only be accessed by investors in the TMD or who are otherwise a professional, sophisticated or institutional investor within the meaning of Section 708 of the Corporations Act 2001 (Cth) (Corporations Act).

The Prospectus and TMD are important documents which should be read in their entirety. If after reading the Prospectus and TMD, you have questions about the Bonus Offer, TMD or any other matter, please contact your professional advisers without delay. 

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates. 

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on +61 2 8397 9888 during office hours or by emailing the Company at info@us1cm.com.

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download. 

Entitlement and Acceptance
As the offer is a bonus issue of New Options to Eligible Shareholders, Eligible Shareholders are not required to apply for New Options and, as such, there is no application form attached to the Prospectus in respect of the Bonus Offer. Anyone who wants to take up their entitlement under the secondary Placement Offer and Fee Option Offer will need to carefully consider the TMD and Prospectus and complete the personalised Application Form attached to or accompanied by the Prospectus (Application Form) in accordance with the details set out in the Prospectus and Application Form. 

The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by a complete and unaltered version of a prospectus.

The Company reserves the right not to accept Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an Application Form is not completed correctly, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, and how to construe, amend or complete the Application Form, will be final. 

No Advice
Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Offer is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia and New Zealand only. If you are accessing this website from anywhere outside Australia and New Zealand, please do not download the electronic version of the Prospectus. If you have a registered address in the United States, Israel, Tanzania or China (being Permitted Jurisdictions) and are eligible to participate in the Offers, the Company will provide you with a copy to the Prospectus and any applicable Application Form. 

The Prospectus does not constitute an offer, or invitation to apply for, of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or to make the offer or invitation. It is the responsibility of any applicant outside of the Permitted Jurisdictions to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the number of overseas shareholders, the number and value of securities those shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the offer pursuant to the Prospectus is only being extended and securities will only be issued to shareholders with a registered address in a Permitted Jurisdiction.

Acknowledgement
By clicking “I Accept” below, you acknowledge and agree that:

• You have read and understood the TMD and that you either fall within the Target Market or, if you do not fall within the Target Market, you are accessing the Prospectus for information purposes only and that you will not make an application under the Bonus Offer.
• You have read and understood the above terms and conditions to access the electronic version of the Prospectus; 
• You are a resident of Australia or New Zealand and you are requesting a copy of the Prospectus from within Australia or New Zealand; 
• OR
• If you are not a resident of a Australia or New Zealand, you have consulted your professional adviser as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Prospectus; and
• You will not pass onto any other person the Application Form unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus and the TMD.