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Item 16B. Code of Ethics

We have adopted a Code of Conduct (the “Code of Conduct”), applicable to all of the Company’s 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://www.criticalmetalscorp.com/ir-resources/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).

Item. 16C. Principal Accounting Fees and Services

CBIZ CPAs P.C. served as our independent registered public accounting firm for the fiscal year ended June 30, 2026 and 2025. Marcum LLP, served as our independent registered public accounting firm for the fiscal year ended June 30, 2024. The following table outlines the fees for professional services in each of the respective fiscal years:

202620252024
Audit fees(1)$1,181,615$509,009$260,960
Tax fees(2)---
Audit related fees--94,760
Total$1,181,615$509,009$355,720
(1)“Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit consolidated financial statements, certain procedures regarding our quarterly financial results submitted on Form 6-K, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings, including in connection with review of registration statements and consents.
(2)“Tax fees” include fees for professional services rendered during the years ended June 30, 2026, 2025 and 2024 by our independent registered public accounting firm for tax compliance and tax advice and tax planning services on actual or contemplated transactions.

Pre-Approval Policies and Procedures

The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors.

All services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with the Audit Committee’s pre-approval policy.

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