Critical Metals Corp. Announces $50 Million PIPE Financing

Rhea-AI Summary

Critical Metals Corp (Nasdaq: CRML) announced a $50.0 million private investment in public equity (PIPE) on October 16, 2025 to fund development of its Tanbreez rare earth project in Greenland. The financing comprises 1.47 million ordinary shares and pre-funded warrants to buy ~1.56 million shares, with resale registration rights. Placement agents were Jett Capital Advisors and Cohen & Company Capital Markets; White & Case served as legal counsel. The securities are unregistered under the Securities Act and may only be sold following registration or an available exemption.

Positive

• $50.0M gross proceeds secured via PIPE
• Financing earmarked to fund Tanbreez development (4.7 billion metric ton deposit)
• Shares and warrants include resale registration rights

Negative

• Issuance of 1.47M shares plus ~1.56M pre-funded warrants could dilute shareholders
• Securities are unregistered under the Securities Act and restricted until registration or exemption

Insights

Capital Markets Analyst

PIPE raises $50,000,000 to fund Tanbreez development, strengthening liquidity and shareholder dilution is explicit.

Critical Metals Corp. secures $50,000,000 via a PIPE that issues 1.47 million ordinary shares and pre-funded warrants for ~1.56 million shares. The financing explicitly provides proceeds to support development of the Tanbreez rare earth deposit in Greenland and includes resale registration rights for the securities.

The transaction improves reported liquidity and reduces near-term funding risk tied to Tanbreez development while increasing outstanding equity through share issuance and exercisable warrants. Risks include dilution from issued shares and warrants and standard U.S. registration and resale constraints until registration or exemption is in place.

Watch for the company to file the resale registration statement and for use-of-proceeds disclosures showing how net proceeds allocate to development spending; expect these items in the near term, within the next several weeks to Q4 2025.

Strengthens balance sheet to support continued development of its flagship Tanbreez rare earth project in Greenland

NEW YORK, Oct. 16, 2025 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals mining company, today announced that it has entered into a securities purchase agreement with a fundamental institutional investor to raise $50,000,000 of gross proceeds via a private investment in public equity (“PIPE”) transaction. The Company intends to use the net proceeds from the offering to help fund the development of its 4.7 billion metric ton rare earth deposit, Tanbreez, in Greenland.

"This financing further strengthens our balance sheet and demonstrates continued investor confidence in Critical Metals Corp as we advance our strategic portfolio of critical mineral assets," said Tony Sage, CEO and Chairman of Critical Metals Corp. "The proceeds will support our development efforts at Tanbreez, one of the world's largest rare earth deposits in Greenland, which is expected to help address the growing demand for heavy rare earths in the West. We are pleased to welcome the support of our investors as we work to become a reliable supplier of critical minerals."

Under the terms of the securities purchase agreement, the Company is issuing, for an aggregate purchase price of $50 million, an aggregate of 1.47 million ordinary shares (the "PIPE Shares") and pre-funded warrants to purchase an aggregate of approximately 1.56 million shares. The shares and warrants are subject to resale registration rights.

Advisors
Jett Capital Advisors, LLC, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC acted as Placement Agents for the Private Placement.

White & Case LLP served as legal counsel to Critical Metals Corp.

The securities being sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Critical Metals Corp.

Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next generation technologies for the United States, Europe and their western world partners. Its flagship Project, Tanbreez, is one of the world's largest rare earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.

Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio.

With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.

For more information, please visit https://www.criticalmetalscorp.com/.

Cautionary Note Regarding Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements regarding expectations of our business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Critical Metals Corp.

Investor Relations: ir@criticalmetalscorp.com

Media: pr@criticalmetalscorp.com

FAQ

What did Critical Metals (CRML) announce on October 16, 2025?

CRML announced a $50.0 million PIPE financing to fund development of the Tanbreez rare earth project.

How is the $50 million PIPE structured for CRML?

The offering includes 1.47 million ordinary shares and pre-funded warrants to purchase ~1.56 million shares for an aggregate $50.0 million purchase price.

What will CRML use the PIPE proceeds for?

The company intends to use net proceeds to help fund development of the Tanbreez deposit in Greenland (4.7 billion metric ton deposit).

Will the CRML PIPE cause shareholder dilution?

Yes; the issuance of 1.47M shares plus ~1.56M pre-funded warrants represents potential dilution if warrants are exercised.

Are the PIPE securities immediately tradable for CRML investors?

No; the securities have not been registered under the Securities Act and are subject to resale restrictions until registration or an available exemption.

Who advised Critical Metals on the PIPE transaction?

Placement agents were Jett Capital Advisors and Cohen & Company Capital Markets; legal counsel was White & Case.