Critical Metals Corp Signs $35 million PIPE With a New Fundamental Institutional Investor

Rhea-AI Summary

Critical Metals Corp (NASDAQ: CRML) agreed to a $35.0 million PIPE with a fundamental institutional investor to fund advancement of the Tanbreez rare earth project in Greenland.

The company will issue 5.0 million ordinary shares and PIPE warrants to purchase 10.0 million ordinary shares at a $7.00 strike, expiring six years from issuance; issued securities carry customary resale registration rights. Closing remains subject to customary conditions. Placement agents and advisors were retained for the transaction.

Positive

• $35.0M gross proceeds to fund Tanbreez development
• Resale registration rights for Issued Shares and PIPE Warrant Shares
• Warrants extend for 6 years, giving investor long-term alignment

Negative

• Potential dilution of up to 15.0M ordinary shares (5M issued + 10M warrants)
• PIPE closing is subject to customary conditions; transaction not final

Insights

Corporate Finance Analyst

Raise provides immediate funding for Tanbreez development but creates dilution via shares and long‑dated warrants.

Critical Metals Corp secures $35,000,000 through a PIPE that issues 5,000,000 ordinary shares and warrants for 10,000,000 shares at a $7.00 strike expiring in 6-years. The proceeds explicitly fund the commercialization roadmap for the Tanbreez rare earth deposit and carry customary resale registration rights.

Dependencies and risks center on execution and dilution. The financing reduces near‑term cash risk but dilutes existing holders if warrants or shares are exercised. Closing remains subject to customary conditions, so timing and final net proceeds remain variable.

Watch for the closing confirmation and the registration timetable for resale rights within the next quarters; monitor warrant exercise behavior relative to the $7.00 strike and any use of proceeds updates through Oct. 06, 2025 and subsequent company filings.

Net proceeds will be used to advance the commercialization roadmap of Tanbreez

NEW YORK, Oct. 06, 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 $35,000,000 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 from a fundamental institutional investor further validates the opportunities ahead for Tanbreez and Critical Metals Corp and underscores the growing need for heavy rare earths in the West,” said Tony Sage, CEO and Executive Chairman of Critical Metals Corp. “We look forward to welcoming this new institutional investor as we advance our commercialization roadmap for Tanbreez and bring this game changing rare earth asset closer to production.”

Under the terms of the securities purchase agreement, the Company will issue, for an aggregate purchase price of $35,000,000, an aggregate of 5 million ordinary shares (the “Issued Shares”) and warrants (the “PIPE Warrants”) to purchase 10 million ordinary shares at a strike price of $7.00 per share, with an expiration date of 6-years from the issue date of the PIPE Warrants. The Issued Shares and the PIPE Warrant Shares are entitled to customary resale registration rights. The closing of the PIPE is subject to customary closing conditions for financing of this nature.

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. Clear Street acted as Financial Advisor.

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

How much did CRML raise in the October 6, 2025 PIPE transaction?

Critical Metals Corp raised $35.0 million in gross proceeds via the PIPE.

What securities did CRML issue in the $35M PIPE announced October 6, 2025?

CRML will issue 5.0 million ordinary shares and warrants to buy 10.0 million shares.

What are the terms of the PIPE warrants in the CRML financing?

PIPE warrants have a $7.00 strike price and expire 6 years from issuance.

How will CRML use the net proceeds from the $35M PIPE?

Proceeds are intended to fund advancement of the Tanbreez commercialization roadmap in Greenland.

Will CRML shares from the PIPE be immediately tradable after issuance?

Issued shares and warrant shares have customary resale registration rights; resale depends on registration timing.

Is the CRML PIPE transaction completed as of October 6, 2025?

No; the closing is subject to customary closing conditions for this financing.