Critical Metals Corp. Nasdaq-CRML Executes a Term Sheet for a 50/50 Joint Venture for Up-To $1,500,000,000 USD Rare Earth Processing Facility with a Leading Saudi Arabian Industrial Conglomerate, Establishing a Strategic Partnership from Mine-to-Processing Supply Chain for the Defense Industry of the United States in Partnership with the Kingdom of Saudi Arabia & Provides CRML Another Long-Term Offtake Partner for 25% of the Tanbreez Rare Earth Production

Rhea-AI Summary

Critical Metals Corp (NASDAQ: CRML) executed a non-binding term sheet for a 50/50 joint venture with Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers to develop, finance, construct, and operate a rare earth processing facility in Saudi Arabia valued up to $1,500,000,000. The JV framework includes long-term offtake for 25% of Tanbreez rare earth concentrate for the life of mine, and with prior agreements now allocates 100% of Tanbreez production under long-term offtake. CRML will retain a 50% carried interest with no equity issuance or debt obligations for JV construction. Parties will finalize technical, commercial, and regulatory terms over coming months, and finished materials are planned to be sent to the United States for defense-related uses.

Positive

• 50/50 joint venture to build Saudi processing facility
• Processing facility valued up to $1,500,000,000
• 25% of Tanbreez production committed to JV for life of mine
• 100% of Tanbreez concentrate now allocated under long-term offtake
• CRML retains 50% carried interest with no capex or debt for construction

Negative

• Term sheet is non-binding, so final JV terms remain uncertain
• Technical, financing, and regulatory foundations must still be finalized

News Market Reaction

-3.77%

20 alerts

-3.77% News Effect

-8.8% Trough in 26 hr 24 min

-$83M Valuation Impact

$2.11B Market Cap

0.3x Rel. Volume

On the day this news was published, CRML declined 3.77%, reflecting a moderate negative market reaction. Argus tracked a trough of -8.8% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $83M from the company's valuation, bringing the market cap to $2.11B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

JV facility size: $1,500,000,000 JV ownership split: 50% / 50% Saudi offtake share: 25% of production +2 more

5 metrics

JV facility size $1,500,000,000 Planned rare earth processing facility in Saudi Arabia

JV ownership split 50% / 50% CRML and TQB joint venture structure

Saudi offtake share 25% of production Tanbreez rare earth concentrate to Saudi JV life-of-mine

Fully contracted offtake 100% of production Tanbreez concentrate allocated under long-term offtake arrangements

TQB history 75 years Age of Saudi industrial conglomerate partner TQB

Market Reality Check

Price: $15.27 Vol: Volume 58,832,497 is 3.61...

high vol

$15.27 Last Close

Volume Volume 58,832,497 is 3.61x the 20-day average of 16,311,655, indicating heavy pre-news positioning. high

Technical Price 17.925 is trading above the 200-day MA at 6.29, reflecting a strong pre-news uptrend.

Peers on Argus

CRML’s 32.58% move contrasts with modest gains in peers like NEXA (7.65%) and SG...

CRML’s 32.58% move contrasts with modest gains in peers like NEXA (7.65%) and SGML (10.97%), and no peers flagged in the momentum scanner, pointing to a stock-specific reaction.

Historical Context

5 past events · Latest: Jan 14 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 14	Drilling results update	Positive	+32.6%	High-grade 2025 Tanbreez drilling results with strong TREO and HREO levels.
Jan 12	Lab acquisition	Positive	-1.4%	Acquisition of integrated mobile assay lab to speed 2026 drilling results.
Jan 7	Pilot plant construction	Positive	+16.4%	Start of Arctic-grade multi-use building and Tanbreez pilot plant facilities.
Dec 15	Drilling results update	Positive	-11.0%	Final 2024 Tanbreez drilling results confirming consistent multi-element mineralisation.
Dec 11	Metallurgical validation	Positive	+4.1%	Metallurgical test work confirming flowsheet and supporting Romanian refinery JV.

Pattern Detected

Across recent positive project updates, CRML showed 3 aligned and 2 divergent price reactions, indicating generally strong but occasionally inconsistent responses to good news.

Recent Company History

Over the last few months, CRML has advanced the Tanbreez project through drilling results, pilot plant construction, lab acquisition, and metallurgical validation. News on Dec 9, 2025 lifted committed offtake to 75% of Tanbreez concentrate via a 50:50 Romanian JV. Subsequent drilling and construction updates drove moves of up to 32.58%. Today’s Saudi JV term sheet extends this mine-to-processing strategy and fully allocates Tanbreez production under long-term offtakes.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-20

CRML has an active Form F-3 resale registration dated Oct 20, 2025 covering up to 18,030,303 ordinary shares held by a selling securityholder. The company will not receive proceeds from these resales, only potential cash if PIPE warrants with exercise prices of $7.00 and $0.0001 are exercised.

Market Pulse Summary

This announcement details a non-binding 50:50 JV term sheet with a Saudi conglomerate for an up to $...

Analysis

This announcement details a non-binding 50:50 JV term sheet with a Saudi conglomerate for an up to $1,500,000,000 rare earth processing facility and long-term offtake for 25% of Tanbreez concentrate, bringing total offtake coverage to 100%. It extends CRML’s mine-to-processing strategy beyond its Romanian JV. Investors may watch for binding agreements, JV financing terms, and progress on Tanbreez mine development and processing plant timelines.

Key Terms

offtake, joint venture, memorandum of understanding, carried-interest basis, +2 more

6 terms

offtake financial

"The transaction includes long-term offtake rights for 25% of the Tanbreez Project’s rare earth..."

An offtake is a contract where a buyer commits in advance to purchase a company’s future output—such as raw materials, energy or finished goods—often at agreed volumes and prices. For investors, an offtake provides predictable revenue and lowers the risk that production will go unsold, similar to a long-term subscription or pre-order that helps a factory or mine secure funding and plan operations with greater confidence.

joint venture financial

"executed a non-binding term sheet for the formation of a 50% / 50% joint venture (the “JV”)..."

A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.

memorandum of understanding regulatory

"we are pleased to announce the signing of a Memorandum of Understanding focused on cooperation..."

A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.

carried-interest basis financial

"CRML will not issue equity or incur debt in connection with the JV and will retain its 50% ownership interest on a carried-interest basis..."

Carried-interest basis is the tax “starting price” assigned to a fund manager’s share of a fund’s profits (the carried interest) used to figure how much taxable gain the manager has when that profit stake is sold or taxed. It matters to investors because that starting price affects how much tax the manager — and sometimes the fund vehicle — will owe, which can change net returns and the economic incentives for managers; think of it like the purchase price used to calculate profit when you sell a house.

life of mine technical

"25% of the Tanbreez Project’s rare earth concentrate production to be supplied to Saudi Arabia for the life of mine..."

The life of mine is the estimated time span during which a mining operation will produce economically recoverable minerals from a deposit. Think of it as the mine’s usable lifespan, like how long a factory or battery can keep making product before it runs out or becomes uneconomical; it matters to investors because it drives projected revenue, reserve valuation, capital spending schedules, and long‑term profitability.

rare earth oxides technical

"The processing facility is expected to produce separated rare earth oxides, metals, and downstream products..."

Rare earth oxides are compounds formed when rare earth elements combine with oxygen, creating powders or solids used as the raw ingredients for critical components like strong magnets, catalysts, display phosphors and some battery materials. They matter to investors because these materials are essential to many high‑growth industries and their supply is often concentrated and hard to scale, so shortages, production changes or cost swings can quickly affect manufacturers’ profits and stock values.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 15, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp.” or the “Company”), a leading critical minerals mining company, today announced that it has executed a non-binding term sheet for the formation of a 50% / 50% joint venture (the “JV”) between CRML and Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company. (“TQB”), a 75-year-old globally diversified industrial conglomerate group based in Saudi Arabia.

The term sheet outlines the framework for the development, financing, construction, and operation of a state-of-the-art rare earth processing facility in the Kingdom of Saudi Arabia, creating a fully integrated mine-to-processing supply chain. The transaction includes long-term offtake rights for 25% of the Tanbreez Project’s rare earth concentrate production to Saudi Arabia, supporting secure supply for advanced manufacturing, energy transition, and defense-related industries across allied markets.

TRANSACTION HIGHLIGHTS

• Integrated Supply & Processing Partnership: Execution of a term sheet covering offtake, project financing, development, and the formation of a 50/50 joint venture to construct and operate a rare earth processing facility in Saudi Arabia, directly expanding non-Chinese global processing capacity.
• United States & Kingdom of Saudi Arabia Vision 2030 and Strategic Defense Supply Chain: The partnership will send all finished materials to the United States of America for use in the defense industrial complex of the USA.
• Capital-Efficient Structure: CRML will not issue equity or incur debt in connection with the JV and will retain its 50% ownership interest on a carried-interest basis, with no capital expenditure obligations related to construction of the processing facility.
• Strategic Offtake: The JV framework provides for 25% of the Tanbreez Project’s rare earth concentrate production to be supplied to Saudi Arabia for the life of mine, under long-term, market-based commercial terms.
• Advanced Products: The processing facility is expected to produce separated rare earth oxides, metals, and downstream products, including magnet-grade materials suitable for aerospace, defense, and high-performance industrial applications.
• Supply Chain Security: The partnership establishes a resilient and long-term partnership, geopolitically diversified supply chain linking Western-aligned upstream resources with Middle Eastern downstream processing capacity.
• Fully Contracted Offtake Profile: With the addition of this 25% long-term offtake commitment to Saudi Arabia, and together with previously announced agreements, 100% of the Tanbreez Project’s rare earth concentrate production is now allocated under long-term offtake arrangements, providing full revenue visibility and securing supply to strategic, allied markets for the life of mine.
  

Under the terms of the agreement, CRML and TQB will work collaboratively over the coming months to finalize the technical, commercial, and regulatory foundations of the JV, including plant design, development timelines, product specifications, and commercialization strategy.

Upon commencement of mining operations at the Tanbreez Project, CRML expects to supply 25% of produced rare earth concentrates to the Saudi-based JV for the full life of mine. A jointly governed development committee will oversee engineering, construction, commissioning, and market entry for processed rare earth products.

This partnership represents a significant step in diversifying global rare earth processing capacity, reducing reliance on China-dominated supply chains, and positioning CRML as a cornerstone supplier to allied industrial, energy transition, and national security markets.

STATEMENTS

Abdulmalik Tariq Al-Qahtani, CEO of Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company., commented:

“Following the successful official visit of His Royal Highness Prince Mohammed bin Salman bin Abdulaziz Al Saud, Crown Prince and Prime Minister of the Kingdom of Saudi Arabia, to the United States, we are pleased to announce the signing of a Memorandum of Understanding focused on cooperation in the development of critical materials.

This Memorandum of Understanding reflects the strength of the strategic partnership between the Kingdom of Saudi Arabia and the United States, and the shared commitment of both nations to advancing global economic growth, innovation, and technological leadership.

Critical materials—sourced from strategically important regions including Greenland and other resource-rich jurisdictions—form the foundation of modern technologies across energy, advanced manufacturing, artificial intelligence, defense, and data infrastructure. Securing diversified and resilient supply chains for these materials is essential to long-term technological progress.

We see a strong opportunity to work closely with partners in the United States to responsibly develop and deploy these materials in support of next-generation technologies that strengthen supply chains, support innovation, and improve quality of life globally.

This agreement represents a meaningful step in deepening Saudi-U.S. industrial cooperation and aligns with the Kingdom’s economic transformation objectives and its commitment to building globally competitive value chains with trusted international partners.”

Tony Sage, Chairman of Critical Metals Corp., commented:

“This agreement represents a transformational milestone for Critical Metals Corp. By partnering with a leading Saudi Arabian industrial group and securing long-term offtake that brings Tanbreez to 100% committed production, we have effectively de-risked the project’s commercial pathway from mine to market. The establishment of an integrated processing platform in Saudi Arabia not only diversifies global rare earth processing capacity beyond China but also strengthens supply chain security for allied nations across Europe, the Middle East, and beyond. This transaction positions CRML as a cornerstone supplier of critical minerals essential to advanced manufacturing, energy transition technologies, and national security applications for decades to come.”

ABOUT TARIQ ABDEL HADI ABDULLAH AL-QAHTANI & BROTHERS COMPANY.

Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company. (“TQB”) is a leading Saudi Arabian industrial and investment group with decades of experience across advanced manufacturing, energy, infrastructure, and strategic materials. With a strong track record in developing, financing, and operating large-scale industrial assets, TQB brings deep technical, operational, and commercial capabilities to complex value-added processing platforms. As global demand for critical and rare earth materials accelerates, TQB is uniquely positioned to anchor secure, high-value processing and supply chains in the Middle East, supporting allied industrial, energy transition, and national security markets.

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 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 may include 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

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/407381ed-f155-455d-8d9f-a0e0d9a1dc51

FAQ

What did CRML announce on January 15, 2026 about a Saudi JV?

CRML announced a non-binding term sheet to form a 50/50 JV with TQB to develop a Saudi rare earth processing facility valued up to $1.5B.

How much of Tanbreez production is committed to the JV (CRML)?

25% of Tanbreez rare earth concentrate is allocated to the Saudi JV for the life of mine.

Will CRML fund construction or issue equity for the JV (CRML)?

No; CRML will retain a 50% carried interest and will not issue equity or incur debt for JV construction.

What is the expected use of processed rare earths under the CRML JV?

Finished materials are planned to be sent to the United States for use in defense, advanced manufacturing, and energy transition applications.

Does the January 15, 2026 announcement finalize the JV and financing for CRML?

No; the announcement is a term sheet and parties will work to finalize technical, commercial, and regulatory terms over coming months.

How does the JV affect Tanbreez revenue visibility for CRML shareholders?

With this 25% commitment plus prior agreements, 100% of Tanbreez concentrate is now reported as allocated under long-term offtake, increasing commercial commitment visibility.