Critical Metals Corp

Item 16B. Code of Ethics

We have adopted a Code of Conduct (the “Code of Conduct”), applicable to all of its directors, officers and employees, in accordance with Item 16B of the Form 20-F. The Code of Conduct sets out the Company’s fundamental values and standards of behavior that are expected from the Company’s directors, officers and employees with respect to all aspects of the Company’s business. The objective of the Code of Conduct is to provide guidelines for maintaining the Company’s integrity, reputation and honesty with a goal of honoring others’ trust in the Company. A copy of the Code of Conduct is available on the Company’s website at, https://ir.criticalmetalscorp.com/corporate-governance/documents-charters.

The Company’s audit committee will periodically review the Code of Conduct and consider any necessary or appropriate changes. The audit committee will also assist the Company’s Board with the monitoring of compliance with the Code of Conduct, and is responsible for considering any waivers of the Code of Conduct (other than waivers applicable to the Company’s directors or executive officers, which shall be subject to review by the board of directors as a whole).