Mr. Roy Bonnell reports

ALLIED CRITICAL METALS ANNOUNCES TRANSFORMATIVE U.S.$40 MILLION FINANCING PACKAGE TO FAST-TRACK TUNGSTEN CONCENTRATES PRODUCTION

Allied Critical Metals Inc. has arranged a non-brokered private placement offering of common shares at a price of $2.05 per share with an existing strategic investor and a new strategic investor for gross proceeds of $25-million (U.S.). In addition to the offering, the existing strategic investor has also agreed to provide the company with $15-million (U.S.) in project financing to build the company's Villa Verde pilot project and has entered into an offtake agreement with the company for 50 per cent of the tungsten concentrates produced at the pilot plant. The offtake agreement is subject to a floor price of $1,000 (U.S.)/mtu (metric tonne unit) for the calendar year 2026, subject to customary price revisions.

Highlights:

• Strategic investment of $40-million (U.S.) comprising $25-million (U.S.) equity financing and $15-million (U.S.) in project financing for the Vila Verde pilot plant.
• Allied Critical Metals is fully financed to achieve initial production at the Vila Verde pilot plant and meet its stated objectives over the next 12 months.
• Targeting the fourth quarter of 2026 for first tungsten concentrate production from the Vila Verde pilot plant.
• Offtake agreement for 50 per cent of tungsten concentrate production from the Vila Verde pilot plant secured with a 2026 floor price of $1,000 (U.S.)/mtu.
• Offtake agreement provides flexibility for governmental agencies, including the United States Department of War and the Portuguese Ministry of Defence, to purchase tungsten concentrates from the company.

"We are pleased to announce that we have entered into a transformative financing package that will not only fast track our production of tungsten concentrates but also solidify our balance sheet. The pilot plant at Vila Verde is on track this year to bring on line tungsten concentrates to a global market that is starved for the metal," commented Roy Bonnell, chief executive officer of the company. "Securing two strategic investors validates our strategy of fast tracking tungsten concentrate production and enables us to be fully funded until the mine construction of the Borralha tungsten project, both of which are significant milestones for our company. In a world where tungsten is a precious resource and with pricing is above $3,000 (U.S.)/mtu, this financing is strong support for our plan to fast track tungsten concentrate production."

Equity offering terms

The offering be comprise common shares of the company issued at a price equal to the 10-day volume-weighted average trading price of the shares on the Canadian Securities Exchange (the CSE) at the date of issuance, being $2.05 per share. The number of shares to be issued will be issued in accordance with the policies of the CSE. The shares will be subject to the hold periods required by applicable securities laws. The New strategic investor will invest $15-million (U.S.) of the offering, subject to due diligence and other customary closing conditions. The existing strategic investor has agreed to back stop the entire offering with the first tranche of $10-million (U.S.) closing immediately, subject to approval of the CSE, and the remaining $15-million (U.S.) of the offering closing by July 17, 2026.

The company intends to use the net proceeds of the offering for the development of the pilot plant, continuing exploration and development activities on the Borralha tungsten project, and for additional working capital.

The offering is subject to approval of the CSE.

Vila Verde pilot plant -- project finance terms

Pursuant to a binding agreement dated April 24, 2026, the existing strategic investor has agreed to provide a project financing facility to the company either in the form of a bond issue or as a senior secured term loan facility in the aggregate principal amount of $15-million (U.S.) for a term of five years to finance the construction and expenses of the pilot plant. The facility bears interest of the aggregate of 2.5 per cent per annum and the prevailing term secured overnight financing rate (SOFR) payable, either quarterly or semi-annually on the last day of each interest period, in arrears. The facility also bears a 1-per-cent per annum commitment fee on the unutilized and uncanceled portion of the facility. The company will also pay an arrangement fee equal to 0.5 per cent of the facility. The facility is secured by the assets that comprise the pilot plant, excluding the mineral concessions of the Vila Verde tungsten project. The company expects first drawdown under the facility to occur in the third quarter of 2026.

Vila Verde pilot plant -- offtake agreement

Pursuant to the terms of the offtake agreement, the company has agreed to sell to the existing strategic investor, 50 per cent of the tungsten concentrates produced at the pilot plant based on its current licence for production of 150,000 tonnes per year of ore throughput for a period of five years. In the event that the licence increases by up to an additional 150,000 tonnes per year, the existing strategic investor will have the right to purchase 25 per cent of the additional entitlement of the product on the same terms. In the event that any governmental agencies, including the United States Department of War or the Portuguese Department of Defence, requests the purchase of the product from the company, the existing strategic investor has agreed that it will act reasonably in reducing the percentage of product it will take from the company. The offtake agreement includes a price floor of $1,000 (U.S.)/mtu for tungsten concentrates produced in 2026.

About Allied Critical Metals Inc.

Allied Critical Metals is a Canadian-based mining company focused on the advancement and revitalization of its 100-per-cent-owned Borralha tungsten project and the Vila Verde tungsten project in northern Portugal.

The Borralha project is one of the largest undeveloped tungsten resources within the European Union and benefits from a favourable Environmental Impact Declaration (DIA), positioning the project for advancement toward feasibility and development. Vila Verde represents additional exploration upside within the same strategic jurisdiction.

Tungsten has been designated a critical raw material by the United States and the European Union due to its strategic importance in defence, aerospace, manufacturing, automotive, electronics and energy applications. Currently, China, Russia and North Korea account for approximately 87 per cent of global tungsten supply and reserves, highlighting the importance of secure Western sources.

We seek Safe Harbor.