Critical Metals (NASDAQ: CRML) boosts Tanbreez ownership to 92.5% via share issue
Rhea-AI Filing Summary
Critical Metals Corp. has closed the second stage of its Tanbreez acquisition, increasing its ownership in Tanbreez Mining Greenland A/S from 42% to 92.5%. To acquire this additional 50.5% interest, the company issued 14,500,000 ordinary shares to Rimbal Pty. Ltd. in a private placement exempt from Securities Act registration.
European Lithium Ltd. retains the remaining 7.5% interest in Tanbreez, and Critical Metals has announced a non-binding letter of intent to acquire European Lithium, which, if completed, would raise its Tanbreez ownership to 100%. The company plans to focus on advancing Tanbreez, a major heavy rare earth elements deposit in Southern Greenland, toward production.
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Insights
Critical Metals trades equity to gain near-total control of Tanbreez.
Critical Metals Corp. increased its stake in Tanbreez Mining Greenland A/S to 92.5% by issuing 14,500,000 ordinary shares to Rimbal in a private placement. This converts an additional 50.5% project interest into majority control of a large heavy rare earth deposit.
The remaining 7.5% is held by European Lithium Ltd., and a non-binding letter of intent contemplates acquiring that stake as part of a broader acquisition. Execution of any binding deal is uncertain, and no financial terms are disclosed in the excerpt.
Strategically, the filing emphasizes Tanbreez’s scale and its role in defense, clean energy and advanced technology supply chains. Actual financial impact will depend on future capital spending, permitting, and progress toward production, which are not detailed here.
Key Figures
Key Terms
private placement financial
registration statement regulatory
letter of intent financial
forward-looking statements regulatory
heavy rare earth elements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-41973
Critical Metals Corp.
(Exact name of registrant as specified in its charter)
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Closing of Acquisition of Tanbreez Stage 2 Interest
As previously disclosed, Critical Metals Corp. (the “Company”) entered into an amended and restated Heads of Agreement (as amended, the “Heads of Agreement”) with Rimbal Pty. Ltd. (“Rimbal”) in July 2024, which was amended in September 2025. Pursuant to the Heads of Agreement, the Company held a 42% ownership interest in Tanbreez Mining Greenland A/S (“Tanbreez”) immediately prior to the Stage 2 Closing (as defined below). The Heads of Agreement provided that, upon approval from the Greenlandic Mineral Resources Authority (the “Greenland MRA”) of Rimbal’s transfer of Tanbreez to the Company, the Company was obligated to increase its ownership interest in Tanbreez from 42% to 92.5% (the “Stage 2 Interest”) in exchange for the issuance of 14,500,000 ordinary shares, par value $0.001 per share, of the Company (“Ordinary Shares”) to Rimbal. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company’s largest shareholder, European Lithium Limited.
On April 29, 2026, the Company and Rimbal completed the issuance of the Stage 2 Interest and the other closing procedures contained within the Heads of Agreement (the “Stage 2 Closing”). The Ordinary Shares were issued to Rimbal in a private placement exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The Company is obligated under the Heads of Agreement to file a registration statement for the resale of the Ordinary Shares issued to Rimbal.
On April 30, 2026, the company issued a press release announcing the Stage 2 Closing. A copy of the press release is furnished as Exhibit 99.1 herewith.
Incorporation by Reference
The information contained in this Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the Company’s registration statements registration statements on Form F-3 (File No. 333-294406), Form F-3 (File No. 333-293656), Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-1 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017).
1
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release of Critical Metals Corp., dated as of April 30, 2026 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Critical Metals Corp. | ||
| By: | /s/ Tony Sage | |
| Name: | Tony Sage | |
| Title: | Chief Executive Officer and Executive Chairman | |
Date: May 1, 2026
3
Exhibit 99.1
Critical Metals Corp. Closes Acquisition of Final 50.5% Interest in Tanbreez, Bringing Current Ownership to 92.5%
NEW YORK, April 30, 2026 (GLOBE NEWSWIRE) — Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp.” or the “Company”), a leading critical minerals mining company, today announced the closing of the transfer of the remaining 50.5% interest in Tanbreez Mining Greenland A/S to Critical Metals Corp., bringing the Company’s total ownership to 92.5%. In connection with the closing, the Company issued 14,500,000 shares of its ordinary stock. With the transaction now closed, the Company will direct its full focus toward advancing Tanbreez to production.
European Lithium Ltd (ASX: EUR) retains the remaining 7.5% interest. The Company has also announced a non-binding letter of intent to acquire European Lithium Ltd. (ASX: EUR), which, upon completion, would consolidate the remaining 7.5% interest and bring the Company’s total ownership of Tanbreez to 100%. There can be no guarantee that the Company will enter into a binding acquisition agreement European Lithium Ltd. on terms favorable to the Company or at all.
Tanbreez, located in Southern Greenland, is one of the world’s largest known deposits of heavy rare earth elements, which are essential inputs for defense, clean energy, and advanced technology applications.
Tony Sage, Chairman of Critical Metals Corp., commented:
“Closing this transaction gives Critical Metals Corp. near-total control of one of the most significant rare earth deposits in the Western world. This is a major milestone for the company and Greenland. We are now fully focused on delivering Tanbreez to production and establishing a critical, Western-aligned supply chain for heavy rare earth elements.”
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