CRML Executes Term-Sheet for 50/50 Joint Venture With EU and NATO Member, Romania, Creating a Fully Integrated Mine-to-Processing Supply Chain for Long-Term Security for the European Manufacturing & National Security Sectors

Rhea-AI Summary

Critical Metals Corp (Nasdaq: CRML) executed a Term-Sheet on Dec 9, 2025 to form a 50/50 joint venture with Romanian state-owned FPCU to build and operate a rare earth processing facility in Romania.

The JV gives CRML long-term offtake rights to 50% of Tanbreez concentrate life-of-mine, increases CRML’s committed offtake to 75% of Tanbreez via existing agreements, requires no debt or equity issuance from CRML for JV capital expenditures, and targets production of aerospace and military-grade magnets. The partners will jointly update the FS and aim to report progress by end of Q1 2026. CRML and Romania will apply for the EU €3.5 billion rare earth package.

Positive

• 50/50 JV with Romanian state-owned FPCU to build EU processing
• Secures 50% life-of-mine offtake from Tanbreez concentrate
• No debt or equity issuance required from CRML for JV capex
• Brings total committed Tanbreez offtake to 75%
• Target to raise concentrate grade from 2.2–2.5% to >3% TREEs
• Applying with Romania for up to €3.5B EU rare earth package

Negative

• Updated feasibility study and commercial model required before commissioning
• Company to report progress and new timelines by end of Q1 2026
• Project outcome contingent on securing European funding and JV technical approvals

Key Figures

JV ownership split 50% / 50% CRML–FPCU joint venture term sheet for Romanian processing facility

Tanbreez offtake to JV 50% Long-term offtake rights for half of Tanbreez concentrate production

Total Tanbreez offtake committed 75% Includes 10% UCORE, 15% ReAlloys, and 50% Romanian JV agreements

EU rare earth package €3.5 billion Package for supply of rare earth metals to the EU

Current concentrate grade 2.2–2.5% TREEs Existing Tanbreez eudialyte concentrate grade before process redesign

Target concentrate grade >3% TREEs Planned higher-grade eudialyte concentrate from redesigned process

Price change -3.47% CRML 24h move prior to/around JV term-sheet news

52-week range $1.23 – $32.15 CRML 52-week low and high before this announcement

Market Reality Check

$9.75 Last Close

Volume Volume 6,677,199 is in line with the 20-day average of 6,630,737 (relative volume ~1.01x). normal

Technical Shares at $9.75 are trading above the 200-day MA of $5.30, despite being 69.67% below the $32.15 52-week high.

Peers on Argus

CRML fell 3.47% while key peers were mixed to positive: SLI +3.52%, SGML +8.52%, NEXA +0.95%, USAS +0.87%, and UAMY -0.63%, pointing to a stock-specific move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 25	Regulatory update	Neutral	-1.1%	Court ruling on Wolfsberg EIA threshold and EU law review.
Nov 21	Strategic acquisition	Positive	-1.4%	All-share deal securing ultra-high-purity copper powder stockpile.
Nov 04	Project approval	Positive	+0.5%	Completion of required geochemical test work for Tanbreez project.
Oct 22	Management change	Positive	-7.5%	Appointment of retired Rear Admiral to advisory board for defense focus.
Oct 16	PIPE financing	Negative	-14.5%	$50M PIPE financing to fund Tanbreez rare earth development.

Pattern Detected

Across recent news, CRML has often traded lower on positive or strategic announcements, particularly around financing and project updates.

Recent Company History

Over the past few months, CRML news has centered on project advancement, financing, and strategic positioning. A $50M PIPE on Oct 16, 2025 for the Tanbreez project and subsequent resale registrations increased the equity toolkit but saw negative price reactions. Tanbreez environmental approvals on Nov 4, 2025 drew only a modest 0.5% gain. Management and strategic asset moves, including a UHP copper acquisition and a defense-focused advisory appointment, were followed by declines. Today’s EU‑aligned JV term sheet extends this Tanbreez and security-focused narrative.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-20

An effective Form F-3 resale shelf filed on Oct 20, 2025 covers up to 18,030,303 Ordinary Shares held by a selling securityholder. The company does not receive proceeds from resales, only potential cash if PIPE warrants with exercise prices of $7.00 or $0.0001 are exercised.

Market Pulse Summary

This announcement outlines a 50/50 JV term sheet with Romania’s FPCU, giving CRML long-term offtake for 50% of Tanbreez concentrate and contributing to 75% of output now under allied offtakes. The plan includes upgrading concentrate grades from 2.2–2.5% to over 3% TREEs and updating the feasibility study by end of Q1 2026. Investors may watch execution of the redesigned flowsheet, progress on the EU €3.5B package, and any use of the F‑3 resale shelf covering 18,030,303 shares.

Key Terms

joint venture financial

"creating a 50%-50% joint venture (JV) between CRML and Fabrica de..."

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.

offtake financial

"The term sheet provides CRML with long-term offtake rights for 50% of..."

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.

carried interest financial

"retain a 50% interest in the joint company on a carried interest basis..."

Carried interest is a share of the profits earned by investment managers from the investments they oversee, serving as their reward for successful performance. It functions like a bonus that motivates managers to maximize returns for investors, similar to earning a commission based on performance. This income is often taxed at a lower rate than regular income, making it a significant aspect of investment compensation.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 09, 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 executed the Term-Sheet for creating a 50%-50% joint venture (JV) between CRML and Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L. (FPCU) of Romania, a state-owned entity and a strategic partner from a European Union and NATO member country.

The term sheet provides CRML with long-term offtake rights for 50% of the entire Tanbreez concentrate production and outlines the development, financing, and commissioning of a state-of-the-art European rare earth processing facility in Romania — creating the first fully integrated mine-to-processing supply chain in the Western world dedicated to stabilizing critical mineral access for European industries and defense sectors.

TRANSACTION HIGHLIGHTS

• Supply & Processing Partnership: CRML has executed a term sheet covering offtake, financing, development, and the creation of a 50/50 JV to build and operate a rare earth processing plant inside the European Union, directly challenging China’s long-standing dominance in global rare earth processing.
• Financing: CRML will not be issuing either debt nor equity for this Joint Venture and will retain a 50% interest in the joint company on a carried interest basis and will have no capital requirements relating to capital expenditures to build the facility.
• Magnets: The facility’s final product line will include aerospace and military-grade magnets.
• Strategic Financing & Offtake: CRML will supply 50% of the Tanbreez Project’s premium rare earth concentrates (“REECs”) to the Romanian JV for the full life of mine, ensuring a secure, NATO-aligned feedstock for high-value downstream European industries.
• Joint Venture Powerhouse: The new 50/50 partnership between CRML and state-owned FPCU unlocks a unique pathway for developing a fully independent, secure, and Western-aligned supply chain for critical minerals.
• Offtake Leadership: Following the recent UCORE and ReAlloys agreements (10% and 15% respectively), this 50% allocation brings CRML to a total of 75% of Tanbreez rare earth concentrate committed under long-term offtake agreements with allied nations.

In a bold move to reshape the global rare earth landscape, CRML and FPCU will, in the coming months, collaborate intensively — as outlined in this Term Sheet — to finalize the technical and commercial basis for establishing the JV, the vehicle intended to develop and potentially construct a cutting-edge rare earth processing plant in Romania. This facility will transform high-grade Tanbreez concentrate into rare earth metals and advanced materials for direct use within the European Union — strategically strengthening national security, advanced manufacturing, electrification, and defense technologies.

By securing exclusive rights to 50% of Tanbreez’s current resource, the envisaged JV will establish a highly resilient Europe-centric supply chain, reducing reliance on China — which currently controls more than 80% of global rare earth processing — and protecting the EU against geopolitical vulnerabilities.

Upon the commissioning of mining operations at Tanbreez, CRML will supply half of the concentrate to the Romanian JV for the full resource lifespan, at mutually agreed competitive market terms. A dedicated Development Committee will jointly guide plant design, development strategy, and commercialization of the processed products.

STATEMENTS

Tony Sage, CEO and Chairman of CRML, commented:

“This is a monumental game-changer for CRML and the entire Western world. By capturing immense downstream value from Tanbreez concentrate, we're not just building a plant — we're dismantling China's stranglehold on rare earths and empowering Europe with independent, secure supplies for its defense and national security needs.

Hot on the heels of our strategic offtake deals with ReAlloys and UCORE, this term sheet unites a powerhouse team to deliver a world-class, EU-based rare earth operation that will fuel everything from advanced weaponry to cutting-edge tech. This landmark agreement supercharges our updated FS, slated for completion next year, as we collaborate with FPCU to process Tanbreez output and propel Europe toward mineral independence.”

Both CRML and the Romanian government will now apply for the recently announced €3.5 billion package for the supply of rare earth metals to the EU.

Bogdan Ivan Gruia, Minister of Energy of Romania, stated:
“In a moment when the European Union is accelerating its strategic initiatives in the field of critical raw materials and secure supply chains — including the recently presented package in Brussels, amounting to up to $3.5 billion and forming part of the European Commission’s broader Economic Security Strategy to strengthen autonomy and reduce external dependencies — Romania is stepping forward as a regional contributor and a reliable partner for the entire Euro-Atlantic community.

Today’s signing marks far more than a bilateral collaboration; it is a direct contribution to Europe’s industrial and security architecture. In a world where access to critical minerals has become a defining geopolitical battleground, Romania is positioning itself at the core of a fully integrated, Western-aligned supply chain — from mine to processing.

This strategic initiative, advanced through the partnership between Critical Metals Corp. and FPCU under this Term Sheet, places Romania at the forefront of Europe’s efforts to secure the strategic materials necessary for defense, clean energy, and next-generation technologies.

Romania has both the responsibility and the opportunity to help rebalance global supply chains for rare earth elements. We fully support this initiative, which strengthens the European Union’s strategic autonomy and demonstrates Romania’s capacity to become an industrial and security pillar for our region and for our allies.”

Cosmin Ghiță, CEO of Nuclearelectrica (100% shareholder of FPCU), stated:
“This joint venture represents a defining step for Nuclearelectrica, FPCU, and for Romania’s strategic industrial capabilities. By combining the unique technical expertise, infrastructure, and highly qualified workforce at Feldioara with the world-class Tanbreez resource, we are building one of Europe’s most advanced processing platforms for critical minerals.

This strategic initiaive is perfectly aligned with the 10-year development strategy approved last year for FPCU, anchored in technological modernization, integration into European value chains, and the production of high-value-added materials. The new JV directly materializes these goals: a modern facility capable of producing rare earth metals and military-grade magnet products essential for defense, energy, and high-tech manufacturing.

Feldioara carries a long-standing heritage in processing strategic concentrates. This project not only preserves that legacy — it elevates it to the next level, turning FPCU into a key pillar of Europe’s mineral security. We are honored to collaborate with Critical Metals Corp. on a project with significant strategic impact for Romania, for the European Union, and for our NATO allies.”

FS UPDATE

CRML had sighed a historic agreement with the Romanian Government to refine REEs to Aerospace and Military grade salts, metals and magnets.

CRML in consultation with the Romanian offtake partners have shown that an increase in the grade of concentrate from Greenland is essential to have the best mines to metal outcome. To achieve these higher-grade concentrates, the Company is now investigating a redesigned process with significantly better polishing and recovery that will increase the concentrate grade from 2.2-2.5% to in excess of 3% TREEs Eudialyte concentrate, thus significantly increasing the value of the concentrate sold and improving the salt quality at the refinery.

CRML will need to incorporate all the process and mining plan changes required into an updated FS model, update the commercial modelling and ROI. The Company expects to inform the market by the end of Q1 2026 of the progress and new timelines and with new test work results from the improved process.

ABOUT FABRICA DE PRELUCREARE A CONCENTRATELOR DE URANIU S.R.L (FPCU)

FPCU, a subsidiary of Nuclearelectrica – Romania’s state-owned nuclear energy company, is Europe’s premier specialized processor of strategic mineral concentrates, with decades of expertise in refining, conversion, hydrometallurgy, and the production of ultra-high-purity materials. FPCU plays a vital role in Romania’s integrated nuclear fuel cycle and is recognized for its elite technical workforce, rigorous quality standards, and operational excellence. As global demand for rare earths accelerates, FPCU is uniquely positioned to anchor secure, high-value European supply chains.

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

FAQ

What did CRML announce on Dec 9, 2025 about a Romania joint venture (CRML)?

CRML executed a Term-Sheet to form a 50/50 JV with Romanian FPCU to build an EU rare earth processing plant and secure 50% of Tanbreez concentrate life-of-mine.

How much Tanbreez concentrate will CRML supply to the Romanian JV (CRML)?

CRML will supply 50% of Tanbreez concentrate to the JV for the full life of mine under the Term-Sheet.

Will CRML issue debt or equity to fund the Romania processing plant (CRML)?

No; the Term-Sheet states CRML will not issue debt or equity and will retain a 50% carried interest with no capex requirements.

How does the Romania JV affect CRML’s committed offtake from Tanbreez (CRML)?

The 50% JV allocation increases CRML’s total long-term committed offtake to 75% of Tanbreez concentrate when combined with prior agreements.

What operational targets did CRML set for Tanbreez concentrate grade (CRML)?

CRML is investigating process changes to increase concentrate grade from 2.2–2.5% to in excess of 3% TREEs.

When will CRML update the market on the feasibility study and timelines (CRML)?

CRML expects to inform the market on progress, test work results, and new timelines by end of Q1 2026.