Critical Metals Corp (Nasdaq: CRML) Delivers 2026 Objectives: 100% of Tanbreez, US$264.5 Million in Cash and 194.2 Million Shares Outstanding; Sets 2027 Roadmap

Existing cash is expected to support feasibility work, permitting and early works; mine construction financing remains a 2027 objective.

Rhea-AI Summary

Critical Metals Corp (Nasdaq: CRML) completed its European Lithium acquisition on November 5, 2026, taking Tanbreez ownership to 100%. The merger issued 90,539,994 new shares. Cash immediately afterward was approximately US$264.5 million, with 194,219,631 ordinary shares outstanding; another 45,536,338 subsidiary-held shares have suspended rights and are excluded.

Greenland approved Tanbreez’s Mining and Closure Plans through September 8, 2050. A binding REalloys agreement covers up to 15% of annual concentrate production for 15 years. The company targets a definitive feasibility study—a detailed assessment of project viability—for Q4 2027 and first ore in late 2028 to early 2029, subject to permitting, financing, engineering and construction milestones. Operating permits and construction financing remain objectives. A review of non-core assets is under way, with any proceeds intended for Tanbreez.

18 points · 1 major

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1 major · 13 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointEuropean Lithium acquisition completed November 5, 2026, bringing Tanbreez ownership to 100%.
• Moderate pointApproximately US$264.5 million cash after completion exceeded June 30 audited cash of US$102.5 million.
• Moderate pointMining and Closure Plans approved for Tanbreez, covering 19 elements through September 8, 2050.
• Moderate pointREalloys binding 15-year agreement covers up to 15% of annual concentrate, with additional-volume first-refusal rights.
• Moderate point. Forward-looking: it has not happened yet and may not happen.US$30 million program approved for drilling, bulk sampling and engineering. 3.5% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Tanbreez feasibility study targeted for Q4 2027; engineering covers a 500,000-tonne-per-year mining and processing operation.

12 minor points

• Minor point2026 drilling completed: 52 diamond holes totaling 8,385 metres.
• Minor pointRefining test work achieved more than 99% dissolution of eudialyte concentrate into 19 high-purity products.
• Minor point2.96% total rare earth oxide refined concentrate was about 40% better than historical test work.
• Minor point70% of 60 Degrees North acquired, adding an operating Greenland services business.
• Minor pointQaqortoq storage and pilot plant construction began in January 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.Updated mineral resource and replacement economic study planned, incorporating 2026 drilling and the improved processing design.
• Minor point. Forward-looking: it has not happened yet and may not happen.Pre-production shipments targeted: at least 10 tonnes of concentrate to each relevant offtake partner.
• Minor point. Forward-looking: it has not happened yet and may not happen.Romanian refinery advancement planned into engineering, environmental work and permitting with FPCU.
• Minor point. Forward-looking: it has not happened yet and may not happen.Non-core asset review under way; the company intends to direct any proceeds to Tanbreez.
• Minor pointListed investments worth approximately A$20.85 million at November 10, 2026 closing prices were acquired through European Lithium.
• Minor pointApproximately US$21.5 million of Velta senior bank debt is held through European Lithium.
• Minor point. Forward-looking: it has not happened yet and may not happen.14.8% Pan African Niger interest includes exposure to drilling results anticipated in Q4 2026.

Negative

• Major point90,539,994 new shares issued in the merger at 0.045 per European Lithium share dilute existing holders.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Mine construction project finance remains unsecured and a 2027 objective.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Operating permits remain to be secured for environmental management, marine transport, safety, and mineral export and sales.
• Moderate point. Forward-looking: it has not happened yet and may not happen.First ore targeted for late 2028 to early 2029 depends on permitting, financing, engineering and construction milestones.
• Moderate pointUp to US$120 million Export Import Bank interest is non-binding; management seeks renewal and potential expansion. 14% of market cap
• Moderate pointRomania 50%, Saudi Arabia 25%, Ucore approximately 10% offtake arrangements remain at term-sheet or letter-of-intent stage.
• Moderate pointRomanian and Saudi processing joint venture term sheets remain non-binding, subject to definitive agreements and approvals.

6 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Pre-production concentrate shipments depend on permits, logistics and partner requirements.
• Minor point7,660,775 public warrants outstanding as of October 16, 2026, carry an $11.50 exercise price and expire February 2029.
• Minor point. Forward-looking: it has not happened yet and may not happen.894,600 private warrants represent additional potential share dilution.
• Minor pointReplacement Warrants over approximately 8.1 million shares vest only at class-specific 20-day volume-weighted average prices of $10.92–$15.60.
• Minor point. Forward-looking: it has not happened yet and may not happen.March 2025 Tanbreez economic study uses a superseded processing design; replacement study is planned.
• Minor pointPublished asset study values are not additive and do not represent a valuation of the company.

News Explained

For Tanbreez construction, Critical Metals reports a prior non-binding U.S. Export-Import Bank letter of interest for up to US$120 million and says it is seeking renewal and possible expansion; project financing remains a 2027 objective, so this is not a secured financing commitment.

Key Figures

Tanbreez ownership: 100% Cash balance: approximately US$264.5 million Ordinary shares outstanding: 194,219,631 shares +5 more

Tanbreez ownership

100%

Following completion of the European Lithium merger

Cash balance

approximately US$264.5 million

Immediately after merger completion on November 5, 2026

Ordinary shares outstanding

194,219,631 shares

After the merger; excludes subsidiary-held shares without rights

Plan approval period

through September 8, 2050

Tanbreez Mining Plan and Closure Plan

Offtake agreement term

15 years

Binding agreement with REalloys

Offtake volume

up to 15%

Annual Tanbreez concentrate under the binding REalloys agreement

Definitive feasibility study target

Q4 2027

Tanbreez

First ore target

late 2028 to early 2029

Tanbreez; subject to permitting, financing, engineering and construction milestones

Historical Context

5 past events · Latest: Nov 05

5 events

1. Nov 05

   Acquisition completion

   24h Move

   -12.2%

   Acquisition closed; 90,539,994 shares were issued and $264.5 million in cash was reported.

2. Oct 28

   Option scheme terms

   24h Move

   -4.2%

   Optionholders' share consideration and the planned November 5 implementation were confirmed.

3. Oct 27

   Scheme effectiveness

   24h Move

   +27.4%

   Court-approved acquisition schemes became legally effective, advancing the European Lithium transaction.

4. Oct 26

   Court approval

   24h Move

   +0.3%

   Western Australia's Supreme Court approved the proposed European Lithium acquisition.

5. Oct 22

   Shareholder approval

   24h Move

   -6.8%

   European Lithium securityholders approved the share-based acquisition; court approval remained outstanding.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

definitive feasibility study, offtake agreement, volume-weighted average price

3 terms

definitive feasibility study technical

"Tanbreez definitive feasibility study targeted for Q4 2027"

A definitive feasibility study is a detailed, near-final assessment that shows whether a proposed project—often a mine, infrastructure or major industrial venture—can be built and operated profitably. It combines precise engineering plans, realistic cost estimates, production schedules and risk analysis to give lenders and investors a clear picture of expected returns and potential pitfalls, like a full blueprint and budget that helps decide whether to greenlight financing and construction.

offtake agreement financial

"Binding 15 year offtake agreement signed with REalloys"

A contract in which a buyer commits to purchase a set portion or percentage of a producer’s future output—such as minerals, energy, agricultural goods, or manufactured products—often over a multi‑year period. It matters to investors because it creates predictable sales and cash flow, reduces the risk of unsold inventory, and can make projects easier to finance; think of it like pre‑selling future harvests or securing long‑term customers before production begins.

volume-weighted average price financial

"vest only if the 20 day VWAP reaches $10.92"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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European Lithium merger complete; strategic review under way; Tanbreez definitive feasibility study targeted for Q4 2027

Highlights

• Acquisition of European Lithium completed on November 5, 2026. European Lithium is now a wholly owned subsidiary
• Critical Metals Corp now owns 100% of the Tanbreez rare earth project in Greenland following the merger
• Cash balance of approximately US$264.5 million immediately after completion
• 194,219,631 ordinary shares outstanding. A further 45,536,338 shares held by the Company’s own subsidiary carry no voting or dividend rights and are excluded from that count
• Tanbreez Mining Plan and Closure Plan approved by the Government of Greenland with the stated approval period extending to 2050
• Binding 15 year offtake agreement signed with REalloys covering up to 15% of Tanbreez concentrate production
• Strategic review of all non core assets in progress
• Tanbreez definitive feasibility study targeted for Q4 2027, with first ore targeted for late 2028 to early 2029, subject to permitting, financing and construction progress
  

NEW YORK, Nov. 11, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals mining company, today provided a corporate update following completion of its acquisition of European Lithium Limited (“European Lithium”), covering 2026 objectives achieved, the Company’s share structure and cash position, the strategic value of its asset portfolio, and its roadmap and objectives for 2027.

Tony Sage, Chief Executive Officer and Executive Chairman of Critical Metals Corp, commented:

“We started 2026 owning 42% of Tanbreez and we finish it owning all of it, with roughly $264.5 million in the bank. I also want shareholders to be clear on the share count, because I know it has caused confusion. There are 194.2 million shares outstanding. The 45.5 million shares that European Lithium held in us now sit inside the group and carry no rights. I want to thank every shareholder who stayed with us while the European Lithium transaction worked its way through the courts. Next year our focus is the feasibility study, the operating permits and the financing for Tanbreez, and the strategic review will decide what we do with everything else.”

2026 Objectives Achieved

The Company set out in 2026 to consolidate ownership, secure the permits, prove the processing route and fund the work. Each of those objectives was delivered.

Date (2026)	Objective	What was delivered
Nov 5	Complete the European Lithium merger	European Lithium became a wholly owned subsidiary. 90,539,994 new shares issued at a ratio of 0.045 per European Lithium share. Tanbreez ownership moved to 100%. Cash after completion approximately $264.5 million.
Oct 5	Secure the mine approvals	Government of Greenland approved the Tanbreez Mining Plan and Closure Plan, covering 19 elements through September 8, 2050
Oct	Finish the field season	2026 drilling completed: 52 diamond holes for 8,385 metres
Sep 16	Prove the refining route	Test work achieved more than 99% dissolution of eudialyte concentrate into 19 high purity products. Preliminary study released for the proposed Romanian refinery
May 21	Sign a binding offtake	15 year definitive agreement with REalloys for up to 15% of annual Tanbreez concentrate, with priority on dysprosium and terbium rich volumes and a right of first refusal on additional volumes
Apr 17	Take control of Tanbreez	Greenland approved transfer of the final 50.5%, taking the Company to 92.5% ahead of the merger
Apr	Build a local operating base	Acquired 70% of 60 Degrees North, a Qaqortoq services company with more than 100 employees
Mar 31	Improve the concentrate	2.96% TREO refined concentrate, about 40% better than historical test work
Mar 10	Fund the acceleration	Board approved an immediate $30 million program for drilling, bulk sampling and engineering
Jan	Start site infrastructure	Construction began on the storage and pilot plant facility in Qaqortoq

On financing, the U.S. Export Import Bank previously issued a Letter of Interest for up to $120 million toward Tanbreez. Management is seeking to renew and potentially expand the non-binding indication of financing interest.

Share Structure Explained

Critical Metals Corp has 194,219,631 ordinary shares outstanding. That is the figure to use for market capitalization, ownership percentages and per share calculations.

When European Lithium helped create the Company in February 2024 it received Critical Metals Corp shares. It still held 45,536,338 of them when the Company acquired European Lithium. Those shares are now held within the group and all rights attached to them are suspended.

Line	Shares
Shares on the register after the merger	approximately 239.8 million
Less: shares held by wholly owned subsidiary European Lithium, rights suspended	45,536,338
Ordinary shares outstanding	194,219,631

Under the Company’s amended and restated memorandum and articles of association, the 45,536,338 shares held by European Lithium:

• cannot be voted at any meeting
• receive no dividends or distributions
• have no claim on surplus assets in a winding up
• are not counted in the number of shares outstanding
• are accounted for as treasury shares, deducted from equity
  

The suspension applies for as long as European Lithium remains a wholly owned subsidiary of the Company.

Some market data providers report shares on the register instead of shares outstanding and may show a figure near 240 million, and a correspondingly higher market capitalization, until their feeds update.

Also outstanding are 7,660,775 public warrants (as of October 16, 2026; $11.50 exercise price, expiring February 2029) and 894,600 private warrants, as well as Replacement Warrants over approximately 8.1 million shares that vest only if the 20 day VWAP reaches $10.92, $12.48, $14.04 or $15.60 depending on class.

Pro Forma Cash Position

Immediately after completing the merger on November 5, 2026, the Company held approximately $264.5 million in cash, equal to about $1.36 per share outstanding.

Item	US$
Cash and cash equivalents at June 30, 2026 (audited, before the merger)	$102.5 million
Cash immediately after completion, November 5, 2026	approximately $264.5 million
Cash per share outstanding	approximately $1.36

The merger more than doubled the Company’s cash. The Company expects this cash balance to support the definitive feasibility study, permitting and early works at Tanbreez. Securing project finance for mine construction remains a 2027 objective.

Strategic Value: Sum of the Parts

Critical Metals Corp now holds several distinct assets, and the Company believes each should be assessed on its own merits.

Asset	Company interest		Stage	Published reference point
Tanbreez rare earth project, Greenland	100%		Mining and Closure Plans approved to 2050; DFS targeted for Q4 2027	March 2025 PEA: pre tax NPV approximately US$2.8 billion at a 15% discount rate and US$3.6 billion at 12.5%. That flowsheet has since been superseded; a replacement study is planned
Romanian refinery joint venture with FPCU	50%, carried for capital under the term sheet		Non binding term sheet; preliminary study	September 2026 preliminary study, whole project: NPV10 approximately US$4.5 billion, capex approximately US$1.85 billion, revenue approximately US$2.2 billion a year
Saudi processing joint venture	50%, carried under the term sheet		Non binding term sheet	25% of Tanbreez concentrate for life of mine
60 Degrees North, Greenland	70%		Operating services business, 100+ employees	Not separately valued
Cash	100%		In hand	Approximately US$264.5 million at November 5, 2026
Other assets under strategic review	100%		Various	Not separately valued

These reference points come from studies of different dates, discount rates and price assumptions. They are not additive and do not represent a valuation of the Company. The PEA includes inferred mineral resources and the joint venture term sheets are not yet binding and remain subject to definitive agreements and approvals.

Tanbreez carries heavy rare earths, including dysprosium and terbium, at roughly 25% to 27% of total rare earth oxides, together with yttrium, gallium, hafnium, zirconium, niobium and tantalum, and has year round deep water shipping access to the North Atlantic. Heavy rare earths such as dysprosium and terbium are where Western supply is thinnest.

Other Investments Held Through European Lithium

Through its acquisition of European Lithium, the Company also holds the investments below. Based on closing share prices on November 10, 2026, the three listed holdings are worth approximately A$20.85 million in aggregate.

• 384,865,789 shares (an 18.56% interest) in CuFe Ltd (ASX: CUF) and 4,000,000 listed options (ASX: CUFO), together worth approximately A$20 million. CuFe holds tenements prospective for copper and gold, lithium, bismuth, niobium and iron ore in various stages of development.
• 358,097,603 shares (a 17.77% interest) in Moab Minerals Limited (ASX: MOM), worth approximately A$400,000. Moab is an exploration and project development company with a portfolio that includes the Manyoni Uranium Project in Tanzania and the Highline Copper-Cobalt Project in Southern Nevada.
• 12,452,245 shares (a 6.47% interest) in Helix Resources Limited (ASX: HLX), worth approximately A$450,000. Helix is an Australian copper-gold explorer with assets in Arizona, USA and the Cobar region of New South Wales.
• A 14.8% equity interest in Pan African Niger Limited, an unlisted company that holds uranium exploration permits in Niger. A major drilling program is under way, with results anticipated in Q4 2026.
• Own approximately US$21.5 million of senior bank debt owed by Velta LLC. Velta is a leading Ukrainian titanium producer and the only private company in Ukraine to have built its own titanium mining complex. It operates the Byrzulivske mining and processing plant in central Ukraine and holds patented technology for turning ilmenite into titanium powder, which positions Velta as an important part of Western titanium supply chains.
  

Strategic Review

The Board has a strategic review of the portfolio under way and retained advisors in July 2026 to assess every asset outside Tanbreez and its processing chain. The aim is to put the Company’s capital and management time into Tanbreez and to have the value of its other assets recognized. Partnership, joint venture, sale, spin out and continued development are all being considered on an asset by asset basis. The Company will announce outcomes as they are agreed and intends to direct any proceeds to Tanbreez.

2027 Roadmap and Objectives

The Company will report to shareholders against the following objectives during 2027.

1. Deliver the Tanbreez definitive feasibility study by Q4 2027. NIRAS is engineering a 500,000 tonne per year mining and processing operation.
2. Publish an updated mineral resource and a replacement economic study that reflect the 52 holes drilled in 2026 and the improved flowsheet.
3. Secure the operating permits for environmental management, marine transport, health and safety, and mineral export and sales.
4. Seek to convert offtake term sheets into binding agreements. REalloys (15%) is already binding. Romania (50%), Saudi Arabia (25%) and Ucore (approximately 10%) are at term sheet or letter of intent stage.
5. Target shipment of at least 10 tonnes of pre production eudialyte concentrate to each relevant offtake partner, subject to permits, logistics and partner requirements.
6. Advance Tanbreez project financing with export credit agencies, strategic partners and project lenders across allied nations, including renewing and seeking to potentially expand the proposed U.S. Export Import Bank’s non-binding Letter of Interest.
7. Move the Romanian refinery from preliminary study into engineering, environmental work and permitting with FPCU.
8. Conclude the strategic review of non-core assets.
9. Target to remain on schedule for first ore in late 2028 to early 2029, subject to permitting, financing, engineering and construction milestones.
   

A Bipartisan and Global Priority

Securing critical minerals supply is a priority shared by Republicans and Democrats in the United States and by governments across the allied world.

• In the U.S. House, Rep. Young Kim (Republican, California) and Rep. Ami Bera (Democrat, California) introduced legislation to build critical mineral partnerships with allies.
• Senators Jeanne Shaheen (Democrat) and Todd Young (Republican) introduced a bill to create a $2.5 billion critical minerals reserve supporting domestic and allied producers.
• The Critical Mineral Consistency Act, sponsored by members of both parties, passed the House unanimously in March 2026.
• The United States launched the $12 billion Project Vault critical minerals reserve in 2026.
• At Évian in June 2026 the G7 created the Critical Minerals Resilience and Production Alliance, named rare earths and permanent magnets as the priority, and set a goal that no single outside supplier provides more than 60% of rare earths by 2030.
• The European Union has shortlisted rare earths and gallium for its first joint stockpile. Tanbreez contains both.
  

The Company’s partners reflect that breadth: Greenland and Denmark, Romania (an EU and NATO member), Saudi Arabia, and U.S. defense supply chains through REalloys.

Thank You to Shareholders

The Board and management thank every shareholder, large and small, for their support through a consolidation that took most of a year in a volatile market for the sector. Following the merger the Company has one clean share register, full ownership of its flagship asset and substantial cash resources to advance the work in front of its stated priorities and will report against the 2027 objectives above as each is met.

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 Europe and its 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 markets.

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 may include expectations of our business and the plans and objectives of management for future operations, including with respect to the acquisition of European Lithium. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CRML shares are outstanding after the European Lithium merger?

Critical Metals has 194,219,631 ordinary shares outstanding after the merger. Another 45,536,338 shares held by its wholly owned subsidiary European Lithium are excluded. Those subsidiary-held shares cannot vote, receive dividends or distributions, or claim surplus assets in a winding up while European Lithium remains wholly owned.

When does Critical Metals expect Tanbreez’s feasibility study and first ore?

Critical Metals targets the Tanbreez definitive feasibility study for Q4 2027 and first ore for late 2028 to early 2029. The first-ore schedule is subject to permitting, financing, engineering and construction milestones.

What assets could Critical Metals sell or spin out in its strategic review?

The review covers every asset outside Tanbreez and its processing chain, with no specific disposal outcome announced. Advisors were retained in July 2026. Partnership, joint venture, sale, spin-out and continued development are being considered asset by asset; the company intends to direct any proceeds to Tanbreez.

What are Critical Metals’ proposed Romanian and Saudi processing joint venture interests?

Critical Metals has a proposed 50% interest in each joint venture under non-binding term sheets. Its Romanian interest is carried for capital under the term sheet, and its Saudi interest is also carried under its term sheet. Both arrangements remain subject to definitive agreements and approvals.