Critical Metals issues shares to GEM and ends prior deal

Critical Metals Corp. entered into a new agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited that terminates their prior share purchase arrangement.

Accepted by SEC EDGAR 03/06/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Critical Metals Corp. entered into a new agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited that terminates their prior share purchase arrangement. Under this new GEM Agreement, GEM fully exercised a warrant issued in February 2024 and will receive 1,409,624 ordinary shares.

In addition, the Company will issue a further 2,744,062 ordinary shares to GEM for no additional consideration in a private placement relying on Section 4(a)(2) of the Securities Act of 1933. Critical Metals is obligated to file a resale registration statement for these 2,744,062 shares, and if that registration is not declared effective by the SEC within 120 days of March 5, 2026, the Company may be required, among other things, to pay GEM the aggregate cash value of those shares.

Insights

Capital markets and dilution analyst

Critical Metals issues over 4.1 million shares to GEM and adds a conditional cash obligation tied to a resale registration.

Critical Metals Corp. has terminated its prior GEM Share Purchase Agreement and replaced it with a new structure. GEM fully exercises a warrant, receiving 1,409,624 ordinary shares, and the Company will issue an additional 2,744,062 ordinary shares for no further consideration via a private placement under Section 4(a)(2).

The GEM Agreement requires the Company to file a resale registration statement covering the 2,744,062 shares. If that registration is not declared effective by the SEC within 120 days of March 5, 2026, the Company may be required, among other things, to pay GEM the aggregate cash value of those shares. This introduces potential future cash outflow exposure linked directly to the registration timeline and market value at that time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Critical Metals Corp. (CRML) change in its relationship with GEM?

Critical Metals Corp. terminated its prior Share Purchase Agreement with GEM and replaced it with a new GEM Agreement. This new deal confirms GEM’s full warrant exercise and documents additional share issuance and resale registration obligations for the company.

How many Critical Metals Corp. shares does GEM receive under the new agreement?

Under the GEM Agreement, GEM receives 1,409,624 ordinary shares from exercising a warrant and 2,744,062 additional ordinary shares issued for no further consideration. Together, this totals more than four million new ordinary shares issued to GEM.

What is the purpose of the 2,744,062 Critical Metals Corp. shares issued to GEM?

The 2,744,062 ordinary shares are issued to GEM for no additional consideration in a private placement relying on Section 4(a)(2) of the Securities Act. Critical Metals Corp. must then file a registration statement to permit GEM’s resale of these shares.

What happens if the GEM resale registration for Critical Metals Corp. shares is not effective in time?

If the resale registration statement for the 2,744,062 shares is not declared effective by the SEC within 120 days of March 5, 2026, Critical Metals Corp. may be required, among other things, to pay GEM the aggregate cash value of those ordinary shares.

Is the GEM share issuance by Critical Metals Corp. a registered offering?

The shares issued to GEM are part of a private placement relying on Section 4(a)(2) of the Securities Act, so they are initially unregistered. Critical Metals Corp. is obligated to later file a registration statement covering GEM’s resale of the 2,744,062 ordinary shares.

Which Critical Metals Corp. registration statements incorporate the GEM Agreement information?

The GEM Agreement disclosure is incorporated by reference into Critical Metals Corp.’s registration statements on Form F-3 (File Nos. 333-293656, 333-290973, 333-286326), Form F-1 (File No. 333-278400), and Form S-8 (File Nos. 333-291195 and 333-280017).

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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 March 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

GEM Agreement

On March 5, 2026, Critical Metals Corp. (the “Company”) entered into an agreement (the “GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (together, “GEM”). The GEM Agreement provides that the Share Purchase Agreement, dated as of July 4, 2023, between the Company and GEM, as well as the three letter agreements thereto (as amended, the “GEM SPA”), has been terminated.

In accordance with the GEM Agreement, GEM has exercised in full its warrant to purchase ordinary shares, par value $0.001 in the Company (“Ordinary Shares”), which was issued in February 2024. GEM will receive 1,409,624 Ordinary Shares as a result of its exercise of the warrant. The Company will also issue 2,744,062 Ordinary Shares to GEM for no additional consideration in a private placement exempt from the registration requirements of the Securities Act of 1933, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act.

The Company is obligated under the GEM Agreement to file a registration statement for the resale of the 2,744,062 Ordinary Shares issued to GEM (the “Resale Registration Statement”). Subject to the terms of the GEM Agreement, if the Resale Registration Statement has not been declared effective by the SEC within 120 days of March 5, 2026, the Company may be required, among other things, to pay GEM the aggregate cash value of the Ordinary Shares.

Incorporation by Reference

The information contained under the heading “GEM Agreement” above is hereby incorporated by reference into the Company’s registration statements on 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).

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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: March 6, 2026

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