US EXIM Letter Could Give Critical Metals Majority Control of Tanbreez Mine

Rhea-AI Filing Summary

Critical Metals (NASDAQ:CRML) filed a Form 6-K disclosing receipt of a non-binding letter of interest (LOI) from the Export-Import Bank of the United States (EXIM) dated 16 June 2025. EXIM may provide up to $120 million in project financing to advance the Tanbreez Green Rare Earth Mine, where Critical Metals currently owns 42%.

The company intends to invest $10 million in exploration at Tanbreez by year-end 2025. Completion of this spend would trigger an option to acquire an additional 50.5% stake, raising aggregate ownership to 92.5%. The option would be settled through issuance of new ordinary shares to the current majority owner valued at $116 million, implying potential dilution.

The LOI is expressly non-binding and closing remains subject to due diligence, definitive documentation and other customary conditions, so there is no assurance the financing or ownership increase will occur. The filing incorporates this information into the company’s existing S-8, F-3 and F-1 registration statements.

Key takeaways: potential access to substantial U.S. government–backed capital, a clear path to near-full control of a strategic rare-earth asset, and shareholder dilution and execution risk if the transactions proceed.

Positive

• Potential $120 million EXIM financing offers large, government-backed capital injection without immediate equity dilution.
• Option to increase Tanbreez ownership to 92.5% positions CRML for majority control of a strategic rare-earth asset.

Negative

• LOI is non-binding and contingent on multiple closing conditions, leaving material execution risk.
• Acquiring the additional 50.5% stake requires issuing $116 million in shares, leading to potential shareholder dilution.

Insights

Project Finance Analyst

EXIM’s $120 M LOI gives CRML funding path and leverage to control Tanbreez, but execution risk and dilution remain significant.

The contemplated $120 million EXIM facility could materially de-risk Tanbreez’s capex and lower the company’s cost of capital through a sovereign-backed lender. If exercised, the 50.5% equity option would grant CRML operational control and capture of virtually all future mine cash flows. Importantly, the capital structure impact is favourable in the near term—debt, not equity—while the subsequent share issuance values the swap at $116 million, effectively locking in a price ahead of potential resource upgrades. From a project-finance standpoint, the LOI signals that Tanbreez aligns with U.S. strategic-minerals policy, which may ease future permitting and offtake negotiations. Overall, the disclosure is incrementally positive, though investors must watch for final credit terms, draw-down conditions and National Instrument 43-101 updates.

Equity Risk Analyst

Non-binding status and $116 M share issuance introduce uncertainty and dilution risk despite headline funding.

The absence of binding commitments means the financing could fail to close, leaving CRML to secure alternative capital on less attractive terms. Even if EXIM proceeds, the company must first outlay $10 million in exploration—cash that may pressure liquidity given its development-stage profile. The contemplated $116 million stock issuance represents meaningful dilution, potentially expanding the float by double-digit percentages depending on the prevailing share price. Until definitive agreements are signed, I view the net impact as neutral: positive optionality counterbalanced by transaction and dilution risk.

 

 

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 June 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 ☐

 

 

 

 

Letter of Interest

On June 16, 2025, Critical Metals Corp. (the “Company”) announced that it received a non-binding letter of interest (the “LOI”) from the Export-Import Bank of the United States (“EXIM”). The LOI contemplates that EXIM could provide up to $120 million to be used by the Company to develop the Tanbreez Green Rare Earth Mine (the “Tanbreez”).

The Company currently has a 42% equity interest in Tanbreez. Critical Metals Corp plans to invest $10 million in exploration expense in Tanbreez by the end of 2025. Once the investment is completed, the Company will have the option to acquire an additional 50.5% equity interest, which would bring Critical Metal Corp.’s aggregate ownership in Tanbreez to 92.5% at such time, by issuing additional ordinary shares to Tanbreez’s current majority owner having a value equal to $116 million at such time.

The closing of the transactions contemplated by the LOI will be subject to certain terms and other closing conditions to be agreed upon by the Company and EXIM. There is no guarantee that the transactions contemplated by the LOI will occur.

Incorporation by Reference

The information contained in this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is hereby incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-280017), Form F-3 (File No. 333-286326) and Post-Effective Amendment No. 2 to Form F-1 on Form F-3 (File No. 333-278400) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index

 

Exhibit No.	 	Description
99.1	 	Press Release of Critical Metals Corp., dated as of June 16, 2025

 

 

 

 

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: June 18, 2025

 

 

FAQ

How much financing could CRML receive from EXIM under the LOI?

The LOI contemplates up to $120 million in project financing for the Tanbreez Green Rare Earth Mine.

What is CRML's current ownership stake in the Tanbreez mine?

The filing states that Critical Metals currently owns 42% of Tanbreez.

What conditions must be met for CRML to raise its Tanbreez stake to 92.5%?

CRML must invest $10 million in exploration by year-end 2025, then issue new shares worth $116 million to acquire an additional 50.5% equity.

Is the EXIM financing commitment binding?

No. The LOI is expressly non-binding and subject to definitive agreements, due diligence and regulatory approvals.

Will the proposed share issuance dilute existing shareholders?

Yes. Issuing shares valued at $116 million to Tanbreez’s current owner would dilute current shareholders if the option is exercised.

Which registration statements incorporate this 6-K?

The disclosure is incorporated into CRML’s Form S-8 (No. 333-280017), Form F-3 (No. 333-286326) and Post-Effective Amendment No. 2 to Form F-1.