Critical Metals Corp. (CRML) details rare earth JV plan in Romania project

Rhea-AI Filing Summary

Critical Metals Corp. entered into a non-binding joint investment development term sheet with Romanian state-owned FPCU to pursue an equally owned joint venture that would develop, construct and commission a processing plant in Romania.

The contemplated JV would seek offtake rights to 50% of the rare-earth concentrate production from the Tanbreez Green Rare Earth Mine, where Critical Metals currently holds 42% of the equity interests. Including this and two earlier non-binding term sheets, the company has now covered an aggregate 75% of the Tanbreez Project’s future rare-earth concentrate production, though there is no guarantee that any of these term sheets will lead to binding agreements or on terms favorable to the company.

Insights

Mining and project development analyst

Non-binding JV term sheet could advance Tanbreez processing and offtake, but depends on converting to binding deals.

On December 9, 2025, Critical Metals Corp. signed a non-binding joint investment development term sheet with Romanian state-owned FPCU. They plan an equally owned JV to develop, construct and commission a processing plant in Romania, with the JV contemplated to obtain offtake rights to 50% of rare-earth concentrate from the Tanbreez Green Rare Earth Mine.

Critical Metals currently holds 42% of the equity interests in the Tanbreez Project, yet has now entered three non-binding term sheets covering an aggregate 75% of its future rare-earth concentrate production. This suggests a strategy of pre-arranging outlets for potential production, but the arrangements remain at the term sheet stage and are expressly non-binding.

The company notes there can be no guarantee it will enter into binding agreements with FPCU or other counterparties, or that any final terms would be favorable. Actual impact therefore hinges on negotiating definitive contracts, securing project financing and successfully developing both the Tanbreez mine and the contemplated Romanian processing plant, none of which are detailed here.

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 December 2025

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

FPCU Term Sheet

On December 9, 2025, Critical Metals Corp. (the “Company”) entered into a joint investment development term sheet (the “Term Sheet”) with Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L., a limited liability company organized under the laws of Romania (“FPCU”). FPCU is a state-owned entity controlled by the government of Romania.

The Term Sheet provides that the Company and FPCU will work to establish an equally owned joint venture (the “JV”) which will develop, construct and commission a processing plant located in Romania. The Term Sheet contemplates that the JV will obtain offtake rights to 50% of the production of rare-earth concentrate from the Tanbreez Green Rare Earth Mine (the “Tanbreez Project”). The Company currently owns 42% of the equity interests in the Tanbreez Project.

The Company has now entered into three non-binding term sheets for the offtake of rare-earth concentrate extracted from the Tanbreez Project, representing an aggregate amount of 75% of the future production of the Tanbreez Project. There can be no guarantee that the Company will enter into binding agreements with FCPU, or the other term sheet counterparties, on terms favorable to the Company or at all.

Incorporation by Reference

The information contained in this Form 6-K is hereby incorporated by reference into the Company’s registration statements registration statements on 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).

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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: December 12, 2025

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FAQ

What did Critical Metals Corp. (CRML) disclose regarding FPCU?

Critical Metals Corp. entered into a non-binding joint investment development term sheet with Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L. (FPCU), a Romanian state-owned company, to pursue an equally owned joint venture for a processing plant in Romania.

What is the planned joint venture between CRML and FPCU expected to do?

The planned JV between Critical Metals and FPCU is expected to be equally owned and to develop, construct and commission a processing plant in Romania, with contemplated offtake rights to 50% of rare-earth concentrate from the Tanbreez Project.

How much of the Tanbreez Project does Critical Metals Corp. currently own?

Critical Metals Corp. currently owns 42% of the equity interests in the Tanbreez Green Rare Earth Mine, referred to as the Tanbreez Project.

What share of Tanbreez rare-earth concentrate production is covered by term sheets?

The company has entered into three non-binding term sheets for offtake of rare-earth concentrate from the Tanbreez Project, representing an aggregate 75% of its future production.

Are the offtake and JV arrangements for Critical Metals legally binding?

No. The arrangements described are non-binding term sheets, and the company states there is no guarantee it will enter into binding agreements with FPCU or the other counterparties, or that any final terms will be favorable.

Where will the new processing plant related to the Tanbreez Project be located?

The contemplated processing plant associated with the joint venture between Critical Metals and FPCU is planned to be located in Romania.