Critical Metals (NASDAQ: CRML) posts $120M loss but lifts cash to $80.9M
Critical Metals Corp. filed a Form 6-K providing unaudited results and MD&A for the half year ended December 31, 2025, plus updated risk factors. The exploration-stage miner, focused on the Tanbreez rare earths project in Greenland and the Wolfsberg lithium project in Austria, reported a net loss of $120.4 million, sharply wider than the prior-year period. The loss was driven mainly by a $80.1 million loss on warrant fair value, $18.7 million of share-based payments, $14.7 million of finance costs and $9.5 million of listing-related costs. The company still generates no revenue and remains in development. Total assets rose to $267.3 million, including $114.0 million invested in Tanbreez, $40.4 million of exploration assets at Wolfsberg and $15.8 million of ultra-high-purity copper powder inventory. Cash and cash equivalents increased to $80.9 million, supported by two PIPE financings totaling $85 million and $23.4 million from warrant exercises. Despite the stronger cash position, management discloses that substantial doubt exists about the company’s ability to continue as a going concern without further capital. Subsequent to period-end, Critical Metals agreed to settle its dispute with GEM through $40 million of equity, eliminating a large financial liability once completed.
Positive
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Insights
Large non‑cash warrant hits, big capital raise, and going‑concern risk define this update.
Critical Metals Corp. (CRML) remains a pre-revenue developer advancing the Tanbreez rare earths and Wolfsberg lithium projects. For the half year ended
On the balance sheet, total assets climbed to
However, liabilities are substantial at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
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
On March 13, 2026, Critical Metals Corp. (the “Company”) issued unaudited condensed consolidated financial statements for the half year ended December 31, 2025 and management’s discussion and analysis of financial condition and results of operations (the “MD&A”) for the half year ended December 31, 2025. A copy of the MD&A is attached hereto as Exhibit 99.1, and a copy of such unaudited condensed consolidated financial statements is attached hereto as Exhibit 99.2.
In addition, the Company is filing certain updated risk factor disclosure for the purpose of supplementing and updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 3.D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended June 30, 2025, filed with the Securities and Exchange Commission on October 6, 2025, as amended by Amendment No. 1 to Annual Report on Form 20-F, filed with the SEC on October 15, 2025. The supplemental updated risk factors are filed herewith as Exhibit 99.3.
The information furnished in Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-3 (File No. 333-293656), Form F-1 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017) 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.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the half year Ended December 31, 2025 and 2024. | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements for the half year Ended December 31, 2025 and 2024. | |
| 99.3 | Supplemental Risk Factors. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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 13, 2026 | ||
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Exhibit 99.1
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations (the “MD&A”) should be read together with the unaudited condensed consolidated financial statements and the related notes to those statements included as Exhibit 99.2 to this Report on Form 6-K submitted to the Securities and Exchange Commission, or the SEC, on March 13, 2026. We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended June 30, 2025, filed with the SEC on October 6, 2025, as amended by Amendment No. 1 to Annual Report on Form 20-F, filed with the SEC on October 15, 2025 (the “2025 Annual Report”).
In this section, unless otherwise indicated or the context otherwise requires, the terms “we,” “our,” “us,” “Critical Metals,” the “Company,” and “its” refer to Critical Metals Corp. and its consolidated subsidiaries. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.
Certain of the information contained in this discussion and analysis or set forth elsewhere in this Report of Foreign Private Issuer, including information with respect to plans and strategy for the Company’s business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section “Risk Factors” of our 2025 Annual Report and the other documents filed, or to be filed, with the U.S. Securities and Exchange Commission, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the risks set out under the heading “Risk Factors” in our 2025 Annual Report and the other documents filed, or to be filed, the U.S. Securities and Exchange Commission to gain an understanding of the important factors that could cause actual results to differ materially from the Company’s forward-looking statements.
Operating and Financial Review and Prospects
Overview of Business
We are a mining development company focused on critical metals and minerals and producing strategic products essential to electrification and next-generation technologies as well as defense applications for Europe and its Western world partners. Our main efforts are focused on the development of the Tanbreez Project which is located in southern Greenland, as well as the Wolfsberg Project located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna. In addition, we hold a 20% interest in the Weinebene and Eastern Alps Lithium Projects
Our Business Strategy
Our primary strategy is to acquire, explore and develop unique and permitted critical metals mining assets that we expect will benefit from robust regulatory tailwinds in both Europe and North America and long-term secular trends for next generation technology in environmental, commercial and government applications. Our foundational assets are the Tanbreez rare earths deposit in Greenland and Wolfsberg lithium assets in Austria. We expect to focus our efforts on rare earths and critical metals and minerals to produce strategic products essential for a transition to sustainable low carbon emission technologies for Europe and its western world partners, as well as developing a low cost, highly sustainable source of lithium hydroxide manufactured from spodumene concentrate, providing European battery and EV manufacturers improved continuity of supply, reducing their dependence on the battery supply from Chinese manufacturers, while also helping them meet their environmental commitments. In addition to the development of the Wolfsberg Project, we believe this approach will allow us to become one of the most sustainable, cost-effective and strategic minerals suppliers in the world, and further help potential customers achieve their important environmental, social and governance goals required by shareholders and regulatory agencies.
As part of our business strategy, we intend to seek to acquire assets and operations that are strategic and complementary to our existing operations. This may include acquisitions or investments in complementary companies, assets, mines, products or technologies, including in other rare earth elements and minerals. We may have opportunities to make acquisitions from third parties jointly with EUR, and in some cases, we may acquire assets or other operations directly from EUR or its affiliates. EUR has no obligation to sell any additional assets to us or to accept any offer that we may make for any additional assets, and we may decide not to acquire such additional assets even if EUR or an affiliate offers them to us.
We have in the past evaluated and pursued, and intend in the future to evaluate and pursue, rare earth-related assets and other critical metals assets that have characteristics and opportunities similar to our existing business lines and enable us to leverage our asset base, knowledge base and skill sets. Such acquisition efforts may involve participation by us in processes that have been made public and involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which we believe we are the only party or one of a limited number of potential buyers in negotiations with the potential seller. These acquisition efforts often involve assets which, if acquired, could have a material effect on our financial condition and results of operations. We typically do not announce a transaction until after we have executed a definitive acquisition agreement. Discussions and negotiations regarding a potential acquisition can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive acquisition agreement will be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition efforts will be successful. Although we expect the acquisitions we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized.
Recent Developments and Review of Operations
Tanbreez Project Investment
On June 5, 2024, we entered into the Heads of Agreement with Rimbal Pty Ltd (“Rimbal”), pursuant to which we would acquire an interest in the Tanbreez Project. On June 18, 2024, pursuant to the Heads of Agreement, we acquired a 5.55% interest in Tanbreez in exchange for the payment of $5 million in cash to Rimbal. On July 23, 2024, pursuant to the Heads of Agreement, we acquired the Stage 1 Interest in Tanbreez in exchange for the issuance by us to Rimbal of approximately 8.4 million ordinary shares, bringing our total equity ownership in Tanbreez to 42%. During the period, funding advanced by us of US$7 million to Tanbreez was converted into equity increasing the ownership in Tanbreez to 42.005% at 31 December 2025. The ordinary shares were issued to Rimbal in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act.
On September 29, 2025, the Company entered into Amendment No. 1 to the Amended and Restated Heads of Agreement (“the HoA Amendment”) with Rimbal. The HoA Amendment, among other things, (i) removes the Company’s obligation to invest $10 million in Tanbreez to increase its ownership stake in Tanbreez to 92.5% and (ii) upon approval from the Greenlandic Mineral Resources Authority of Rimbal’s transfer of Tanbreez to the Company, obligates the Company to increase its ownership in Tanbreez from 42% to 92.5% 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. The transaction remains subject to Greenland governmental approval.
The Tanbreez mineralization is a highly fractionated Zr-Nb-Ta- REE, including HREE, deposit in the southern part of the Ilimaussaq intrusive complex in South Greenland. The Ilimaussaq intrusion is possibly the most differentiated deposit known globally to date, covering a potential area of 18 km long and 8 km wide, and of significant depth, that covers a portion of the Tanbreez tenement.
The commodities are hosted in the mineral eudialyte being concentrated in the kakortokite rock layer at the floor of the exposed intrusion. The kakortokite sequence outcrops over an area of 5.0 km by 2.5 km and has a total thickness of 270 m.
On June 23, 2025, the Company announced the commencement of resource drilling and extension diamond drilling programs for the Fjord deposit, Upper Fjord resource extension drilling and reconnaissance drilling in Area B at the Tanbreez Project. The drilling program consisted of 20 diamond drill holes with a total cumulative length of up to 3430m. These drilling programs were designed to optimize the resource for future production capacity and to extend the resource and mine life of the Tanbreez Project.
The 2024 and 2025 drilling programs were designed to test strike extensions of known mineralization and further refine the geological and mineralization models across the Lower Fjord and Upper Fjord Drilling Areas. The primary objectives of the programs were to support an upgrade of the Mineral Resource Estimate and to advance subsequent mine planning studies.
In 2024, a total of 13 diamond drill holes for 1,149.5 meters were completed by Critical Metals Corp. in November 2024. Drilling was predominantly vertical, with one angled hole designed to intersect sub-horizontal mineralized layers at true thickness in the Lower Fjord area. In addition, deep diamond drill hole K-24 was completed in the Upper Fjord area.
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In 2025, a total of 20 diamond drill holes for 3,430 meters were completed by Critical Metals Corp. Drilling included both vertical and angled diamond drill holes designed to intersect sub-horizontal mineralized layers extending from the Upper Fjord into the Fjord area and Targets identified at Area B.
The Tanbreez Deposit is expected to play a significant role in the Company’s strategy for optimizing its mining operations and increasing throughput (the Tanbreez Project is currently licensed for 500,000 metric tons per year). The progress of these zones is a key milestone in the ongoing development of the project.
The growing gallium market, currently worth billions of dollars per year and expanding at an annual rate of approximately 20%, presents a valuable opportunity for the Company. Critical Metals Corp plans to investigate the mineralogy of the gallium in this zone and assess its potential as a viable by-product.
Extensive metallurgical laboratory and mineralogical scanning with petrophysical analysis collecting valuable datasets is underway and findings will be reported in the new year.
Exploitation License Extension
On October 15, 2024, we announced that the Greenland Government has granted an extension to certain deadlines under the Exploitation license of the Tanbreez Project (License No. 2020-54) 2028. Under the new amendment, Tanbreez Mining Greenland A/S is required to submit its exploitation and closure plans by June 30, 2026, provide financial security and a company guarantee by June 30, 2026, and commence the exploitation of minerals by the end of 2028. The Company has advanced the Section 77 and 80 filings with the Greenland Government regulator and continues to advance the Grant of License in Q1 and before the end of Q2 2026.
Wolfsberg Lithium Project
On December 2, 2024, the Wolfsberg Project received the decree from the Carinthian state government with confirmation that an Environmental Impact Assessment (EIA) is not required. The decree stipulates that given the Wolfsberg Project relates to underground mining where the surface area required by the above-ground facilities is less than 10 hectares, that the Wolfsberg Project is not subject to a full-scale environmental approval process as required by law. The decree fast-tracks the transition from exploration into mining operation from the environmental perspective and is an important and critical milestone moving towards operational readiness to become one of the first integrated European producers of battery-grade lithium hydroxide to BMW in Germany. In 2025, the decree has been appealed at the Austrian administrative court by third parties not related to the project. The court has delegated the decision-making back to the issuing authority at the state of Carinthia for reassessment.
The Wolfsberg Project has a binding long term supply agreement (LTA) with top tier European auto manufacturer BMW AG for the offtake of battery grade lithium hydroxide.
The Wolfsberg Project has completed, with the local energy supplier KELAG, the planning and technical layout of the energy supply corridor from the nearby municipality of Frantschach St Gertraud to the mine and concentrator site at the Weinebene. It is expected to commence building of the energy corridor in H1/2026 (dependent on KELAG). This was considered a significant milestone of the Company and represents the official project development in several stages from exploration towards operational readiness. Unfortunately, with the unexpected decision making by the Austrian administrative court the development of energy supply corridor has been put on hold until further notice by the company due to uncertainties in the timelines of the underlying approval process.
We continue to advance discussions for project financing for the Wolfsberg Project, as it approaches a build decision.
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Joint Venture with Obeikan Investment Group
On July 9, 2024, we accepted the assignment of EUR’s interest in the Joint Venture with Obeikan. In connection with such assignment, we and Obeikan entered into the Shareholders Agreement related to the Joint Venture. Effective on the same day, Obeikan agreed to ratify the Shareholders Agreement to form a joint venture with the Company related to the construction and development of a lithium hydroxide processing plant in the Kingdom of Saudi Arabia to process spodumene concentrate produced from the Wolfsberg Project.
Factors that May Influence Future Results of Operations
Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.
We are an exploration stage mining and development company focusing on the development of the Tanbreez Project which is located in southern Greenland, as well as of our wholly-owned Wolfsberg Project located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna.
We have declared mineral resources on our Wolfsberg Project but we have not yet begun to extract any mineral from the property. The exploration and development of the mineral deposits located at the Wolfsberg Project involves a high degree of financial risk and uncertainty. We have not commenced production in connection with the Wolfsberg Project and, consequently, we do not currently have any operating income or cash flows. Accordingly, we do not currently generate any revenues. Since the acquisition of the Wolfsberg Project in 2011, we have devoted most of our cash resources to the exploration and development of the Wolfsberg Project. As of December 31, 2025 and June 30, 2025, we have spent approximately $40.4 million and $39.7 million, respectively, in connection with our exploration and evaluation activities. For the half year ended December 31, 2025 and December 31, 2024 our cash expenditures were approximately $0.7 million and $0.5 million, respectively, in connection with our exploratory work and our evaluation of the Wolfsberg Project.
We are an exploration company focusing on the development of our recently acquired, and permitted, foundational asset, the Tanbreez Project, located in Southern Greenland, which is approximately 3km west of Narsaq, the Provincial Capital and 20 km to the south of the regional capital, Qaqortoq. The regional airport of Narsarsuaq is being moved to approximately 12 km south of the license. We have not begun to extract any minerals from the property. The exploration and development of the mineral deposits located at the Tanbreez Project involves a high degree of financial risk and uncertainty. We have not commenced production in connection with the Tanbreez Project and, consequently, we do not currently have any operating income or cash flows. Accordingly, we do not currently generate any revenues. As of December 31, 2025 and June 30, 2025, we have a carrying value of $114.0 million and $107.9 million, respectively in connection with the acquisition costs and our exploration and evaluation activities. For the half year ended December 31, 2025 and December 31, 2024 our cash expenditures were approximately $6.2 million and $0.7 million, respectively, in connection with our exploratory work and our evaluation of the Tanbreez Project.
Timing of Current Projects and Future Geographic and Product Expansion
Our financial results and liquidity needs vary from quarter-to-quarter or year-to-year depending on the timing of:
| ● | the engagement of our key consultants and suppliers; |
| ● | the completion of the DFS at the Wolfsberg Project focusing specifically on the mining mine/concentrator operations only, which is expected to occur 8-10 months after finance availability; |
| ● | Obtaining project financing and/or other sources of capital for the exploration and evaluation of the Wolfsberg Project in Austria and the Tanbreez Project in Greenland; |
| ● | the development and construction of mine and plant at the Wolfsberg Project; |
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| ● | the commencement of production at the Wolfsberg Project, which is expected to occur in 2028 or 2029, subject to the results of the completed DFS; |
| ● | completion of the exploration and drilling program for the Project Tanbreez in Greenland; |
| ● | completion of the geological, geochemical, engineering studies, Environmental Impact assessment and Socio-Economic Studies for Project Tanbreez in Greenland; |
| ● | conduct the work required to prepare the definitive feasibility study for the Tanbreez Project; |
| ● | Satisfaction of the Greenland government’s extension of certain deadlines under the Exploitation license of the Tanbreez Project (License No. 2020-54) 2028, such as (i) submission of an exploitation and closure plans to the Greenland government by June 30, 2026, (ii) providing financial security and a company guarantee by June 30, 2026, and (iii) commencing the exploitation of minerals by the end of 2028; and |
| ● | the future development and construction of the mine and processing facilities at the Tanbreez Project in Greenland. |
Additionally, we expect both our capital and operating expenditures will increase significantly in connection with our ongoing activities, as we:
| ● | hire additional personnel; |
| ● | continue to work on the completion of the DFS for the Wolfsberg Project; |
| ● | conduct geological, geochemical, engineering studies, Environmental Impact assessment and Socio-Economic Studies for Project Tanbreez in Greenland; |
| ● | commence exploration activities in Zone 2 of the Wolfsberg Project; and |
| ● | enter into financing and project financing arrangements in connection with the further exploration and any future development of the Wolfsberg Project and Tanbreez Project; and |
Industry Growth
Our financial profile is associated with several secular trends in the mining industry. Demand for our product is, in part, driven by the growth of our underlying end markets and how much capital our customers invest to support their businesses. We are also impacted by the global supply and demand for lithium, rare earths and critical minerals and metals products.
Our ability to generate revenue is sensitive to rapidly changing consumer preferences and industry trends, as well as the popularity of consumer products using lithium products, such as electric vehicles. In December 2022, we entered a long-term Offtake Agreement with BMW, pursuant to which BMW will purchase battery grade lithium hydroxide produced by the Wolfsberg Project. We believe that we are well-positioned at the intersection of key long-term macro trends, however, changes in inflationary pressures, commodity prices, energy costs, changes in legislative environment or global industry trends could result in significant fluctuations towards the path of production.
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Market and Economic Conditions
Our business depends on the economic extraction of lithium from the Wolfsberg Project and other critical metals and minerals from our other projects, including the Tanbreez Project, and the sale of products to our offtake partners. Many factors related to the economic extraction of lithium, including economic conditions affecting disposable consumer income and ultimate demand for consumer items that rely on the production of lithium products, unemployment levels, fuel prices, interest rates, inflationary pressures, changes in tax rates and tax laws that impact companies or individuals and inflation, can impact our operating results.
Seasonality
The Wolfsberg Project is located in Wolfsberg, Austria. While the seasonal impact is minimal, the timing for the execution of some exploration activities is impacted as a result of the winter conditions experienced in that region.
The Tanbreez Project is located in Southern Greenland. Greenland is often considered “ground zero” for the climate crisis because even small shifts in temperature can have outsize impacts across the entire Arctic region. Logistics, exploration and future mining activities could be largely impacted by severe weather conditions, including but not limited to storms, sea ice movements etc.
At a regional scale the weather in South Greenland is mainly influenced by the North American continent and the North Atlantic Ocean. But the local climate is also heavily influenced by the Greenland Inland Ice. Another key factor is the all year round low sea surface temperature which is causing the South Greenland waters and coasts to be part of the arctic zone with summer temperatures below 10 degree C. Further inland, the weather type is more of a continental type and in South Greenland average summer temperatures can locally exceed the 10 degree threshold, which limit the arctic region. Gale force winds (above 13.8 m/s) are common in South Greenland in particular in winter. Sea ice, originating from glaciers, sometimes enters the fjords and could also have an impact on the operations.
Impact of Inflation
The COVID-19 pandemic and the outbreak of war in the Ukraine and Middle East led to problems in global supply chains which caused supply bottlenecks in many sectors of the economy. The principal factors contributing to the inflationary pressures that have been experienced or will be experienced include but are not limited to Europe’s supply chain for critical materials, such as energy (gas and electricity) and reagents.
We may continue to experience inflationary pressures in the future, particularly after the Wolfsberg Project has commenced production. In order to combat inflation before the Wolfsberg Project begins producing, we may take certain actions such as monitoring operating expenses, limiting headcount, and implementing other measures we deem beneficial to minimize inflationary pressures and avoid unnecessary costs.
Risks Associated with Future Results of Operations
Please refer to the discussion of the Risk Factors in the Company annual report on Form 20-F filed with the Securities and Exchange Commission on October 3, 2025 and as amended on October 6, 2025.
Presentation of Financial Information
Our condensed consolidated financial statements for the half year ended December 31, 2025 and our audited financial statements for the year ended June 30, 2025 were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
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Statement of Financial Position
Financial Position as of December 31, 2025, and June 30, 2025
The following table summarizes our condensed consolidated statement of financial position as of December 31, 2025 June 30, 2025. All amounts are shown in U.S. dollars.
| 31 December 2025 $ (Unaudited) |
30 June 2025 $ (Audited) |
|||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 80,923,699 | 7,297,328 | ||||||
| Other receivables, net | 33,246 | 47,894 | ||||||
| Prepaid expenses | 8,269 | 962,902 | ||||||
| Total Current Assets | 80,965,214 | 8,308,124 | ||||||
| Non-Current Assets | ||||||||
| Restricted cash and other deposits | 15,715,996 | 15,470,178 | ||||||
| Property, plant and equipment, net | 2,447 | 2,016 | ||||||
| Inventory, net | 15,800,000 | - | ||||||
| Deferred exploration and evaluation expenditure | 40,399,990 | 39,712,591 | ||||||
| Investment in joint venture | 114,046,056 | 107,856,418 | ||||||
| Investment in associate | 351,748 | 350,068 | ||||||
| Right of use asset, net | 17,333 | 22,865 | ||||||
| Total Non-Current Assets | 186,333,570 | 163,414,136 | ||||||
| TOTAL ASSETS | 267,298,784 | 171,722,260 | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Trade and other payables, net | 24,367,006 | 17,971,783 | ||||||
| Provisions | 29,969 | 27,454 | ||||||
| Lease liability | 12,453 | 11,870 | ||||||
| Funding from related party | 2,355,328 | 5,854,852 | ||||||
| Warrants liability | 81,643,610 | 40,919,123 | ||||||
| Total Current Liabilities | 108,408,366 | 64,785,082 | ||||||
| Non-Current Liabilities | ||||||||
| Offtake prepayment | 15,000,000 | 15,000,000 | ||||||
| Lease liability | 7,836 | 14,208 | ||||||
| Total Non-Current Liabilities | 15,007,836 | 15,014,208 | ||||||
| TOTAL LIABILITIES | 123,416,202 | 79,799,290 | ||||||
| NET ASSETS | 143,882,582 | 91,922,970 | ||||||
| EQUITY | ||||||||
| Share capital | 352,668,618 | 197,732,356 | ||||||
| Unissued Capital | 45,734,183 | 45,734,183 | ||||||
| Reserves | 66,412,329 | 49,013,687 | ||||||
| Accumulated deficit | (320,932,548 | ) | (200,557,256 | ) | ||||
| TOTAL EQUITY | 143,882,582 | 91,922,970 | ||||||
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Assets
Total assets as of December 31, 2025 and June 30, 2025 were $267.3 million and $171.7 million, respectively, comprised primarily of cash ($80.9 million), exploration and evaluation in the development of the Wolfsberg Project ($40.4 million), advance payment from BMW received under the off-take agreement ($15.0 million), inventory held in the form of ultra-high-grade copper powder ($15.8 million) as well as investment in Tanbreez Mining Greenland A/S ($114.0 million ).
Liabilities
Total liabilities as of December 31, 2025 and June 30, 2025 were $123.4 million and $79.8 million, respectively, primarily from the Company’s warrant liabilities ($81.6 million). Bank guarantee secured against the advance payment from BMW ($15.0 million) and trade payables arising from the ordinary course of business ($24.4 million).
Equity
Total equity as of December 31, 2025 and June 30, 2025 were $143.9 million and $91.9 million, respectively, primarily from capital contributions the Company’s parent and third-party investors, foreign currency translation reserve arising on translation from functional currency to presentation currency and retained earnings (results of the operations).
| A. | Components of Our Results of Operations |
Other income
Our other income includes grants received for European Union projects which ECM Lithium is participating in and interest on BMW funds on deposit.
Foreign exchange
Foreign exchange expenses include exchange differences on translation of foreign operations include the differences between the currency of the primary economic environment in which we operate and the currency presented in our financial statements in accordance with our accounting policy.
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Consultants and professional services expenses
Our consultants and professional services expenses include legal fees, investor relations consultants, taxation advisors and company secretarial advisors’ expenses incurred during the period. See note 4 to condensed consolidated financial statements for a description and breakdown of our consultants and professional services expenses.
Travel and entertainment
Our travel and entertainment expenses relate to travel and entertainment expenses incurred by the Company’s management and directors in the performance of their duties on behalf of the Company.
Directors’ fees
Our directors’ fees include compensation to the members of the board of directors of the Company.
Share based compensation
Our share-based compensation relates to the expense of the current period attributable to the Company’s share grants to its directors, executives and senior management.
Compliance and regulatory fees
Our compliance and regulatory fees relate primarily to the fees paid to the SEC in the Business Combination, the Company’s PCAOB audits and costs related to filing public reports and forms with the SEC.
Administrative expenses
Our administrative expenses include membership and subscriptions, seminars and conferences and IT support.
Promotion, IR and PR expenses
Our administrative expenses include promotional expenses, and payments made to the Company’s investor relations and PR consultants and or incurred by the Company related to such activities.
Insurance
Our insurance represents expense primarily related to the director and officers (D&O) insurance program put in place by the Company for its Board of Directors and executives.
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Finance costs (income)
Finance costs include impact of the initial recognition of the Company’s warrant liabilities, fees arising from the Company’s agreement with GEM, as well other bank fees, interest expense, interest expense on leased assets and other finance costs. See note 4 to our condensed consolidated financial statements for a description and detailed breakdown of our finance costs.
Listing costs
Our listing costs represent expenses related to the resolution of the previously disclosed contingencies associated with the agreements entered into by the Company in connection with the initial listing of the Company on the Nasdaq.
Depreciation expenses
Depreciation expenses are primarily attributed to office equipment. See note 10 to our condensed consolidated financial statements for a description of our depreciation expenses.
Depreciation expenses — leased asset
Depreciation expenses — leased asset relates to the lease of the office located near the Wolfsberg Project.
Share of net profits of associate
Share of the net profit/(loss) of our 20% interest in the Weinebene and Eastern Alps Lithium Projects during the period.
Exploration expenditure expensed
Our exploration expenditures expenses represent costs incurred in for the geological due diligence for the Company’s projects.
Gain/(Loss) on fair value of warrants
Our gain/(loss) on fair value of warrants includes changes in the fair value of the Company’s liability for the warrants issued to investors and well as gain arising upon exercise of a portion of such warrants.
Share of net profit/(loss) of JV accounted for using the equity method
Share of the net profit/(loss) of our 42.005% interest in the Tanbreez Project during the period.
Other expenses
Other expenses consist of smaller expenses not categorized elsewhere and local taxes.
10
| B. | Results of Operations |
Comparison of Half Years ended December 31, 2025 and 2024
The following table summarizes our condensed consolidated statement of profit or loss and other comprehensive loss for the half year ended December 31, 2025 and 2024. All amounts are shown in U.S. dollars.
| 31 December 2025 $ (Unaudited) |
31 December 2024 $ (Unaudited) |
Change $ |
Change % |
|||||||||||||
| Continuing operations | ||||||||||||||||
| Other income | 567,809 | 359,859 | 207,950 | 58 | % | |||||||||||
| Foreign exchange | (85,472 | ) | 913,268 | (998,740 | ) | (109 | %) | |||||||||
| Consultants and professional services expenses | (4,489,732 | ) | (972,010 | ) | (3,517,722 | ) | 362 | % | ||||||||
| Travel and entertainment | (163,985 | ) | (146,805 | ) | (17,180 | ) | 12 | % | ||||||||
| Directors’ fees | (464,583 | ) | (688,768 | ) | 224,185 | (33 | %) | |||||||||
| Share based payments to directors and management | (18,665,164 | ) | (17,922,048 | ) | (743,116 | ) | 4 | % | ||||||||
| Compliance and regulatory fees | (874,223 | ) | (389,033 | ) | (485,190 | ) | 125 | % | ||||||||
| Administration expenses | (151,224 | ) | (165,589 | ) | 14,365 | (9 | %) | |||||||||
| Promotion, IR and PR expenses | (1,181,496 | ) | (182,589 | ) | (998,907 | ) | 547 | % | ||||||||
| Insurance | (1,045,815 | ) | (1,345,240 | ) | 299,425 | (22 | %) | |||||||||
| Finance (costs)/income | (14,717,395 | ) | 157,639 | (14,875,034 | ) | (9,436 | %) | |||||||||
| Listing costs | (9,500,000 | ) | - | (9,500,000 | ) | 100 | % | |||||||||
| Depreciation expense | (763 | ) | (871 | ) | 108 | (12 | %) | |||||||||
| Depreciation expense – leased assets | (5,491 | ) | (5,098 | ) | (393 | ) | 8 | % | ||||||||
| Share of net profits of associate | 1,680 | 1,714 | (34 | ) | (2 | %) | ||||||||||
| Gain on derecognition of warrants | 10,872,829 | - | 10,872,829 | 100 | % | |||||||||||
| Loss on extinguishment of liability | (326,000 | ) | - | (326,000 | ) | 100 | % | |||||||||
| Exploration expenditure expensed | - | (238,309 | ) | 238,309 | (100 | %) | ||||||||||
(Loss)/gain on fair value of warrants |
(80,139,141 | ) | 1,590,162 | (81,729,303 | ) | (5,140 | %) | |||||||||
| Share of net profits of JV accounted for using the equity method | 35,096 | 100,994 | (65,898 | ) | (65 | %) | ||||||||||
| Other expenses | (42,222 | ) | (3,730 | ) | (38,492 | ) | (1,032 | %) | ||||||||
| Loss before income tax | (120,375,292 | ) | (18,936,454 | ) | (101,438,838 | ) | 536 | % | ||||||||
| Income tax expense | - | - | 0 | 100 | % | |||||||||||
| Loss after tax | (120,375,292 | ) | (18,936,454 | ) | (101,438,838 | ) | 536 | % | ||||||||
| Other comprehensive income, net of income tax | ||||||||||||||||
| Items that will be reclassified subsequently to profit or loss | ||||||||||||||||
| Exchange differences on translation of foreign operations | (10,439 | ) | (1,640,314 | ) | 1,629,875 | (99 | %) | |||||||||
| Other comprehensive loss for the period, net of income tax | (10,439 | ) | (1,640,314 | ) | 1,629,875 | (99 | %) | |||||||||
| Total comprehensive loss for the period | (120,385,731 | ) | (20,576,768 | ) | (99,808,963 | ) | 485 | % | ||||||||
Other Income
Other income increased $208 thousand, or 58%, to $567 thousand for the half year ended December 31, 2025 compared to $360 thousand for the half year ended December 31, 2024 as a result of interest received on BMW funds on deposit.
Foreign exchange
Foreign exchange increased $999 thousand, or 109%, to a $85 thousand loss for the half year ended December 31, 2025 compared to a $913 thousand gain for the half year ended December 31, 2024 due to fluctuations in the currency exchange markets in the respective periods.
Consultants and professional services expenses
Consultants and professional services expenses increased $3,518 thousand, or 362%, to $4,490 thousand for the half year ended December 31, 2025 compared to $972 thousand for the half year ended December 31, 2024. The increase relates to engagement of consultants.
11
Travel and Entertainment
Travel and Entertainment was $164 thousand for the half year ended December 31, 2025 compared to expenses of $147 thousand for the half year ended December 31, 2024 and was related to travel and entertainment expenses incurred by the Company’s management and directors in the performance of their duties on behalf of the Company.
Directors Fees
Directors fees was $465 thousand for the half year ended December 31, 2025 compared to $689 thousand for the half year ended December 31, 2024 and were related to the members of the board of directors of the Company for the services rendered.
Share Based Payments
Share based payments was $18,665 thousand for the half year ended December 31, 2025 compared to $17,922 thousand for the half year ended December 31, 2024 and were related to the share grants to the Company’s directors and executives and senior management.
Compliance and Regulatory Fees
Compliance and regulatory fees increased $485 thousand, or 125%, to $874 thousand for the half year ended December 31, 2025 compared to $389 thousand for the half year ended December 31, 2024, and were attributable to the Company’s compliance with the securities laws and regulations in the United States.
Administrative Expenses
Administrative expenses decreased $14 thousand, or 9%, to $151 thousand for the half year ended December 31, 2025 compared to $166 thousand for the half year ended December 31, 2024.
Promotion, IR, and PR Expenses
Promotion, IR and PR Expenses were $1,181 thousand for the half year ended December 31, 2025, compared to $182 thousand, or an increase of $999 thousand or 547%, mainly attributable to the costs related to investor relation expenses of the Company.
Insurance
Insurance expenses was $1,046 thousand for the half year ended December 31, 2025 and were related to the to the director and officers (D&O) insurance program put in place by the Company for its Board of Directors and executives.
Finance Costs
Finance costs increased $14,875 thousand, or 9,436%, to an expense of $14,717 thousand for the half year ended December 31, 2025 compared to a $157 thousand gain for the half year ended December 31, 2024. The increase is due to an increased amount of the amount owing on the payable with GEM and the cost of warrants issued in association with the PIPE.
Listing Costs
Listing costs were $9,500 thousand in the period in relation to the settlement of liabilities relating to the listing of the Company (previously disclosed as a contingent liability).
12
Depreciation expenses
Depreciation expenses of $1 thousand for the half year ended December 31, 2025 was in line with the depreciation expense of the same amount for the half year ended December 31, 2024.
Depreciation expenses — leased asset
Depreciation expenses on leased assets of $5 thousand for the half year ended December 31, 2025 was in line with the same amount for the half year ended December 31, 2024.
Exploration expenditure expensed
Exploration expenditure expensed was $238 thousand for the half year ended December 31, 2024 and were related to our shares of expenses relating to the joint venture with OIG group.
Gain on Fair Value of Warrants
Loss on Fair Value of Warrants was $80.1 million for the half year ended December 31, 2025. Loss on Fair Value of Warrants is primarily attributable to change in fair value of warrants accounted for as financial liabilities.
Share of net profit of JV accounted for using the equity method
Share in net profit of joint venture was $35 thousand for the half year ended December 31, 2025 and were related to our shares of profit associated with the Tanbreez Project.
| C. | Liquidity and Capital Resources |
Sources and Uses of Liquidity
On a historical basis, our principal source of liquidity has been capital contributions from related parties. Our principal uses of cash have been for the exploration and evaluation of the development of the Wolfsberg Project, the Tanbreez Project and the consummation of the Business Combination. As of December 31, 2025 and June 30, 2025, we had approximately $80.9 million and $7.3 million, respectively, of unrestricted cash.
We expect our capital expenditures and working capital requirements to continue to increase materially in the near future as we seek to continue evaluation and exploration of the Wolfsberg Project and the Tanbreez Project. Our actual future capital requirements will depend on many factors, including the results of our DFSs and other studies, final investment decision ahead of the development and construction at the Wolfsberg Project, exploration activities in Zone 2 of the Wolfsberg Project and costs associated with maintaining the Wolfsberg Project site. Our near-term capital requirements with respect to the Tanbreez Project, in accordance with the Heads of Agreement, are expected to include, but not be limited to, mineral exploration and various test work, including metallurgical test work, engineering, geological and logistics studies, socio economic, community and environmental impacts assessments, and construction of roads and operational camps and sites. In addition, we have incurred and expect to continue to incur additional costs as a result of operating as a public company.
13
Substantial doubt exists about our ability to continue as a going concern within one year after the date that the financial statements are available to be issued. We will continue efforts to remedy the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management’s control, we cannot offer any assurances they will be effectively implemented. We also cannot offer any assurance that any additional financing will be available on acceptable terms or at all. Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realization of assets and the settlement of liabilities in the ordinary course of business. We cannot be sure that any additional financing will be available to us on acceptable terms if at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.
We expect that our strategic collaboration with Obeikan to build and operate a hydroxide plant in Saudi Arabia for the Wolfsberg Project will be beneficial to us, as it would reduce our future costs to build and operate a lithium hydroxide plant on our own. In addition, once operational, the hydroxide plant is expected to significantly reduce energy costs and deliver savings in operating expenditures and capital expenditures related to the Wolfsberg Project that would otherwise be borne by us.
We have in the past engaged in, and we will continue to engage in, various discussions with third parties related to additional potential equity investments in us. These investments may take the form of convertible preferred shares, ordinary shares or other equity or debt securities. Any equity securities issued may provide for rights, preferences, or privileges senior to those of holders of our ordinary shares. We may also engage in debt financings. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our ordinary shares. The terms of debt securities or borrowings could impose significant restrictions on our operations. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. Our ability to access capital when needed is not assured and, if capital is not available to us when, and in the amounts needed, we could be required to delay, scale back, or abandon some or all of our expansion efforts and other operations, which could materially harm our business, financial condition and results of operations.
Subsequent to the period end, on March 5, 2026, we announced that we had entered into a deed of settlement with GEM to settle the dispute for an amount of US$40 million to be settled through the issue of equity.
Contractual and Other Obligations
Commitments
Wolfsberg Lithium Project
The DFS is currently work in progress due to the substantial changes of the lithium products prices, increased planned production volumes of lithium hydroxide and plans to build and operate the plant in the Kingdom of Saudi Arabia as a part of newly formed joint venture with Obeikan. Additional studies for the costs optimization are expected to be completed in the near future. Future capital requirements for the development and construction of the Wolfsberg Project are dependent on a number of factors as outlined above and are expected to be financed primarily through a project financing arrangement in the future.
Tanbreez Project
Completion of the exploration and drilling program for the Tanbreez Project is currently in progress, with work on the DFS for a 500,000 metric tonnes per annum mining and processing operation at the Tanbreez Project also underway. Future capital requirements for the development and construction of the Tanbreez Project are dependent on a number of factors as outlined above and are expected to be financed primarily through a project financing arrangement in the future.
14
Related Party Capital Contributions
Following completion of the merger transaction, EUR has continued to provide financial support to the Company. As at 31 December 2025, the amount owing was $2,355,328 (30 June 2025: $5,854,852).
Cash Flows
The following table summarizes our cash flows for the periods presented.
| 31 December 2025 $ (Unaudited) |
31 December 2024 $ (Unaudited) |
|||||||
| Cash flows from operating activities | ||||||||
| Payments to suppliers and employees | (19,494,303 | ) | (2,393,004 | ) | ||||
| Grants received | 7,970 | 98,246 | ||||||
| VAT refund received/(paid) | 9,414 | (11,091 | ) | |||||
| Interest received | 314,015 | 4,070 | ||||||
| Business combination expenses | - | (287,107 | ) | |||||
| Net cash (used in) operating activities | (19,162,904 | ) | (2,588,886 | ) | ||||
| Cash flows from investing activities | ||||||||
| Payments for exploration and evaluation | (691,720 | ) | (504,204 | ) | ||||
| Payment for property, plant and equipment | (908 | ) | (1,107 | ) | ||||
| Investment in joint venture | (6,170,965 | ) | (668,249 | ) | ||||
| Investment in Obeikan joint venture | - | (159,685 | ) | |||||
| Net cash (used in) investing activities | (6,863,593 | ) | (1,333,245 | ) | ||||
| Cash flows from financing activities | ||||||||
| Cash from the issue of shares | 85,000,000 | - | ||||||
| Cash from the issue of shares upon the exercise of warrants | 23,351,154 | 709,251 | ||||||
| Payment of share issue costs | (5,100,000 | ) | ||||||
| Proceeds from capital contributions | (3,624,069 | ) | 1,737,438 | |||||
| Repayment of lease liability | (6,888 | ) | (6,486 | ) | ||||
| Net cash provided by financing activities | 99,620,197 | 2,440,203 | ||||||
| Net increase/(decrease) in cash and cash equivalents | 73,593,700 | (1,481,928 | ) | |||||
| Cash and cash equivalents at beginning of period | 7,297,328 | 1,259,242 | ||||||
| Effects on exchange rate fluctuations on cash held | 32,670 | 372,166 | ||||||
| Cash and cash equivalents at end of period | 80,923,699 | 149,480 | ||||||
Cash Flows from Operating Activities
During the half years ended December 31, 2025 and 2024, we incurred net cash outflows of $19.2 million and $2.6 million, respectively mainly attributable to the increased payments to suppliers.
Cash Flows from Investing Activities
Our net cash from investing activities for the half year ended December 31, 2025 and 2024 was $6.9 million and $1.3 million, respectively, primarily in the payments for exploration and evaluation in the development of the Wolfsberg Project and payments towards the Tanbreez Project.
Cash Flows from Financing Activities
Net cash provided by financing activities during the half years ended December 31, 2025 and 2024 was $99.6 million and $2.4 million, respectively, primarily from proceeds receipt upon the PIPE and exercise of warrants capital offset by costs associated with the raising of capital and capital contributions from related parties.
15
Exhibit 99.2
CRITICAL METALS CORP
Condensed Consolidated Financial Statements
For the Half Year Ended 31 December 2025 and 2024 (Unaudited)
CONTENTS
| Condensed Consolidated Statements of profit or loss and other comprehensive loss for the half years ended 31 December 2025 and 2024 (Unaudited) | 2 | |
| Condensed Consolidated Statements of Financial Position as at 31 December 2025 (unaudited) and 30 June 2025 (audited) | 3 | |
| Condensed Consolidated Statements of Changes in Equity for the half years ended 31 December 2025 and 2024 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Cash Flows for the half years ended 31 December 2025 and 2024 (Unaudited) | 6 | |
| Notes to the Condensed Consolidated Financial Statements for the half years ended 31 December 2025 and 2024 (Unaudited) | 7 |
| 1 | P a g e |
CRITICAL METALS CORP
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| Note | 31 December 2025 $ | 31 December 2024 $ | ||||||||
| Continuing operations | ||||||||||
| Other income | ||||||||||
| Foreign exchange (loss)/gain | ( | ) | ||||||||
| Consultants and professional services expenses | 4 | ( | ) | ( | ) | |||||
| Travel and entertainment | ( | ) | ( | ) | ||||||
| Directors’ fees | ( | ) | ( | ) | ||||||
| Share based payments to directors and management | 15 | ( | ) | ( | ) | |||||
| Compliance and regulatory fees | ( | ) | ( | ) | ||||||
| Administration expenses | ( | ) | ( | ) | ||||||
| Promotion, IR and PR expenses | ( | ) | ( | ) | ||||||
| Insurance | ( | ) | ( | ) | ||||||
Finance (cost)/income | 4 | ( | ) | |||||||
| Listing costs | 4 | ( | ) | - | ||||||
| Depreciation expense | ( | ) | ( | ) | ||||||
| Depreciation expense – leased assets | ( | ) | ( | ) | ||||||
| Share of net profits of associate | ||||||||||
| Gain on derecognition of warrants | ||||||||||
| Loss on extinguishment of liability | 12 | ( | ) | - | ||||||
| Exploration expenditure expensed | - | ( | ) | |||||||
(Loss)/gain on fair value of warrants | 11 | ( | ) | |||||||
| Share of net profits of JV accounted for using the equity method | 8 | |||||||||
| Other expenses | ( | ) | ( | ) | ||||||
| Loss before income tax | ( | ) | ( | ) | ||||||
| Income tax expense | - | - | ||||||||
| Loss after tax | ( | ) | ( | ) | ||||||
| Other comprehensive income, net of income tax | ||||||||||
| Items that will be reclassified subsequently to profit or loss | ||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||
| Other comprehensive loss for the period, net of income tax | ( | ) | ( | ) | ||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||
| Loss per share for the period | ||||||||||
| Basic loss per share | 16 | ( | ) | ( | ) | |||||
| Diluted loss per share | 16 | ( | ) | ( | ) | |||||
The above Condensed Consolidated Statements of Loss and Other Comprehensive Loss are to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements.
| 2 | P a g e |
CRITICAL METALS CORP
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025 (UNAUDITED) AND 30 JUNE 2025 (AUDITED)
| Note | 31 December 2025 $ | 30 June 2025 $ | ||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 5 | |||||||||
| Other receivables, net | ||||||||||
| Prepaid expenses | ||||||||||
| Total Current Assets | ||||||||||
| Non-Current Assets | ||||||||||
| Restricted cash and other deposits | ||||||||||
| Property, plant and equipment, net | ||||||||||
| Inventory, net | 6 | - | ||||||||
| Deferred exploration and evaluation expenditure | 7 | |||||||||
| Investment in joint venture | 8 | |||||||||
| Investment in associate | ||||||||||
| Right of use asset, net | ||||||||||
| Total Non-Current Assets | ||||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Trade and other payables, net | 9 | |||||||||
| Provisions | ||||||||||
| Lease liability | ||||||||||
| Funding from related party | 10 | |||||||||
| Warrants liability | 11 | |||||||||
| Total Current Liabilities | ||||||||||
| Non-Current Liabilities | ||||||||||
| Offtake prepayment | ||||||||||
| Lease liability | ||||||||||
| Total Non-Current Liabilities | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| NET ASSETS | ||||||||||
| EQUITY | ||||||||||
| Share capital | 12 | |||||||||
| Unissued Capital | 13 | |||||||||
| Reserves | 14 | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| TOTAL EQUITY | ||||||||||
The above Condensed Consolidated Statements of Financial Position are to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements.
| 3 | P a g e |
CRITICAL METALS CORP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| Note | Share Capital $ | Share Premium $ | Nasdaq Listing Reserve $ | Unissued Capital Reserve $ | Foreign Currency Translation Reserve $ | Share based payment Reserve $ | Accumulated deficit $ | Total Equity $ | ||||||||||||||||||||||||||
| At 1 July 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency exchange differences arising on translation from functional currency to presentation currency | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||
| Total comprehensive (loss) for the period | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Issue of shares - Tanbreez acquisition | - | - | - | - | - | |||||||||||||||||||||||||||||
| Issue of shares to suppliers | - | - | - | - | - | |||||||||||||||||||||||||||||
| Issue of shares to Directors and management in lieu of fees | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Issue of RSUs to Directors and management | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Issue of RSUs to suppliers | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| At 31 December 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
The above Condensed Consolidated Statements of Changes in Equity are to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements.
| 4 | P a g e |
CRITICAL METALS CORP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| Note | Share Capital $ |
Share Premium $ |
Nasdaq Listing Reserve $ |
Unissued $ |
Foreign Currency Translation Reserve $ |
Share based payment Reserve $ |
Accumulated deficit $ |
Total Equity $ |
||||||||||||||||||||||||||||
| At 1 July 2025 | ( |
) | ||||||||||||||||||||||||||||||||||
| Loss for the period | - |
- |
- |
- |
- |
- |
( |
) | ( |
) | ||||||||||||||||||||||||||
| Foreign currency exchange differences arising on translation from functional currency to presentation currency | - |
- |
- |
- |
( |
) | - |
- |
( |
) | ||||||||||||||||||||||||||
| Total comprehensive (loss) for the period | - |
- |
- |
- |
( |
) | - |
( |
) | ( |
) | |||||||||||||||||||||||||
| Issue of shares – Suppliers | 12 | - |
- |
- |
- |
- |
||||||||||||||||||||||||||||||
| Issue of shares – PIPE | 12 | - |
- |
- |
- |
- |
||||||||||||||||||||||||||||||
| Issue of shares – Vesting of RSU’s | 12 | - |
- |
- |
( |
) | - |
- |
||||||||||||||||||||||||||||
| Issue of shares – Acquisition of copper | 12 | - |
- |
- |
- |
- |
||||||||||||||||||||||||||||||
| Issue of shares – Exercise of warrants | 12 | - |
- |
- |
- |
- |
||||||||||||||||||||||||||||||
| Issue of shares – Exercise of warrants (Cashless) | 12 | - |
- |
- |
( |
) | - |
|||||||||||||||||||||||||||||
| Issue of RSUs to Directors and management | 14 | - |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||
| Issue of warrants – PIPE (broker) | 14 | - |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||
| Capital raising costs | - |
( |
) | - |
- |
- |
- |
- |
( |
) | ||||||||||||||||||||||||||
| At 31 December 2025 | ( |
) | ||||||||||||||||||||||||||||||||||
The above Condensed Consolidated Statements of Changes in Equity are to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements.
| 5 | P a g e |
CRITICAL METALS CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| Note | 31 December 2025 $ |
31 December 2024 $ |
||||||||||
| Cash flows from operating activities | ||||||||||||
| Payments to suppliers and employees | ( |
) | ( |
) | ||||||||
| Grants received | ||||||||||||
| VAT refund received/(paid) | ( |
) | ||||||||||
| Interest received | ||||||||||||
| Business combination expenses | - |
( |
) | |||||||||
| Net cash (used in) operating activities | 18 | ( |
) | ( |
) | |||||||
| Cash flows from investing activities | ||||||||||||
| Payments for exploration and evaluation | ( |
) | ( |
) | ||||||||
| Payment for property, plant and equipment | ( |
) | ( |
) | ||||||||
| Investment in joint venture | 8 | ( |
) | ( |
) | |||||||
| Investment in Obeikan joint venture | - |
( |
) | |||||||||
| Net cash (used in) investing activities | ( |
) | ( |
) | ||||||||
| Cash flows from financing activities | ||||||||||||
| Cash from the issue of shares | - |
|||||||||||
| Cash from the issue of shares upon the exercise of warrants | 12 | |||||||||||
| Payment of share issue costs | ( |
) | - |
|||||||||
| Proceeds from capital contributions | 10 | ( |
) | |||||||||
| Repayment of lease liability | ( |
) | ( |
) | ||||||||
| Net cash provided by financing activities | ||||||||||||
| Net increase/(decrease) in cash and cash equivalents | ( |
) | ||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||
| Effects on exchange rate fluctuations on cash held | ||||||||||||
| Cash and cash equivalents at end of period | 5 | |||||||||||
The above Condensed Consolidated Statements of Cash Flows are to be read in conjunction with the
Notes to the Condensed Consolidated Financial Statements
| 6 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 1. | CORPORATE INFORMATION |
The financial report of Critical Metals Corp (CRML or the Company), and its wholly owned entities (the Group) for the half years ended 31 December 2025 and 31 December 2024 was authorised for issue in accordance with a resolution of the directors on 13 March 2026.
The nature of the operations and principal activities of the Company during the period was:
| ◾ | A |
| ◾ | The development of the wholly-owned Wolfsberg Project located in Carinthia, Austria. The Group has legal right and tenure over the Wolfsberg Project through its wholly owned subsidiary ECM Lithium AT GmbH (ECM Lithium). ECM Lithium has |
| ◾ | A |
The Company is a public company limited by shares incorporated and domiciled in the British Virgin Islands whose shares are publicly traded on the NASDAQ. The registered office of the Company is at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
| 2. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
| a) | Basis of preparation |
The financial report is a general-purpose financial report, which has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Company is a for-profit entity for the purpose of preparing the financial statements.
These condensed consolidated financial statements are general purpose financial statements prepared in accordance with the requirements of applicable accounting standards including IAS 34 Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements in accordance with IFRS.
The financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report. As such, it is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2025 and any public announcements made by the Company and its subsidiaries during the half-year. The results of operations of unaudited periods are not necessarily indicative of the results to be expected for the entire year, or any other period.
The condensed consolidated financial statements have also been prepared on the accruals basis and historical cost basis.
The condensed consolidated financial statements are for the half years ended 31 December 2025 and 2024 and are presented in United States Dollars (USD), which is the functional currency of the Company.
The accounting policies set out below have been applied consistently to all periods presented in the financial report except where stated.
| b) | Going concern |
The condensed consolidated financial statements of the Group have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
For the half-year ended 31 December
2025, the Group incurred a loss after income tax of $
The Group’s ability to continue as a going concern and to continue to fund its planned expanded activities is dependent on raising further capital, funds received from the exercise of warrants, continued support from related party creditors, continued support from nonrelated parties in respect to the payment of overdue amounts and reducing operational costs and spend on exploration.
| 7 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
These conditions indicate a material uncertainty that may cast a significant doubt about the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:
| ◾ | The successful completion of the PIPE raising during the period; |
| ◾ | The Group continues to seek funding options required to undertake its next phase of exploration activities; and |
| ◾ | Ability to defer exploration expenditures. |
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern.
| c) | Application of new and revised accounting standards |
Changes in accounting policies on initial application of Accounting Standards
In the half year ended 31 December 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the IASB that are relevant to the Group and effective for the full year reporting periods beginning on or after 1 July 2025. As a result of this review, the Directors have applied all new and amended Standards and Interpretations that were effective as at 1 July 2025 with no material impact on the amounts presented and the disclosures included in the financial report.
New accounting standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations has not identified any impact.
| Title | Summary | Application date of standard | Application date for the Company |
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments) | The Amendments clarify ◾ the requirements related to the date of recognition and derecognition of financial assets and financial liabilities, with an exception for derecognition of financial liabilities settled via an electronic transfer. ◾ the requirements for assessing contractual cash flow characteristics of financial assets. ◾ characteristics of non-recourse loans and contractually linked instruments.
The Amendments also introduce certain disclosure requirements for financial instruments. | ||
| IFRS 18 Presentation and Disclosure in Financial Statements |
There are no other standards that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
| 8 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| d) | Accounting policies and methods of computation |
The condensed consolidated Financial Statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended 30 June 2025 with the exception of the inclusion of a new accounting policy in respect to Inventory as set out below. These accounting policies are consistent with International Financial Reporting Standards.
Inventory, net
Inventories are valued at the lower of cost and net realisable value. The net realisable value of inventories is the estimated selling price in the ordinary course of business less estimated costs to sell.
Costs incurred in bringing CRML’s inventory to its present location and condition are accounted for on a weighted average basis.
Inventory classified as non-current represent inventories not expected to be consumed or processed within the next 12 months and relate to ultra-high-grade copper powder.
| e) | Significant accounting estimates and assumptions |
The preparation of the financial report requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.
In preparing this financial report, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s financial report for the year ended 30 June 2025 with the inclusion of an additional key estimate regarding the net realisable value of inventory.
Key estimate: net realisable value of inventory
The key assumptions, which require the use of management judgement, are the variables affecting costs recognised in bringing the inventory to its location and condition for sale, estimated costs to sell and the expected selling price. These key assumptions are reviewed at least annually.
Significant Events and Transactions
During the half year ended 31 December 2025, the following significant events and transactions were undertaken.
The Company completed two PIPE transactions,
raising aggregate funds of approximately $
| 9 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
The Company acquired 40kg of ultra-high-purity copper powder.
The Company recognised listing expenses
of $
The Company continues to advance funding to the Tanbreez Project and Wolfsberg Project.
The Company received funding of $
Subsequent to the period end, on
March 5, 2026, we announced that we had entered into a deed of settlement with GEM to settle the dispute for an amount of US$
| 3. | SEGMENT INFORMATION |
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. In the case of the Group the CODM are the executive management team and all information reported to the CODM is based on the consolidated results of the Group as one operating segment, as the Group’s activities relate to mineral exploration.
Minerals Exploration covers the Company’s main project including:
| ◾ | Wolfsberg (Austria) |
| ◾ | Tanbreez (Greenland) |
| ◾ | Weinebene and Eastern Alps Projects (Austria) |
Whilst the Group receives separate reports for each of these projects, these projects have been aggregated into one reporting segment because management considers that they have similar economic characteristics as all three are exploration projects.
Accordingly, the Group has only
| 10 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| a) | Segment assets by geographical region |
The total of non-current assets other than financial instruments and deferred tax assets, broken down by location of the assets:
31 December (Unaudited) | 30 June (Audited) | |||||||
| Geographical information | ||||||||
| United States | - | |||||||
| Greenland | ||||||||
| Austria | ||||||||
| b) | Other Income by geographical region |
The total other income, broken down by location of the assets:
31 December (Unaudited) | 31 December (Unaudited) | |||||||
| Geographical information | ||||||||
| United States | - | |||||||
| Greenland | - | - | ||||||
| Austria | ||||||||
| 4. | EXPENSES FROM CONTINUING OPERATIONS |
Half-year ended (Unaudited) | Half-year ended (Unaudited) | |||||||
| Consultants and professional services | ||||||||
| Taxation advisors | ( | ) | ( | ) | ||||
| Strategy advisors | ( | ) | ( | ) | ||||
| Legal fees | ( | ) | ( | ) | ||||
| Accounting fees | ( | ) | ( | ) | ||||
| Government affairs | ( | ) | - | |||||
| General | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
Half-year ended (Unaudited) | Half-year ended (Unaudited) | |||||||
| Finance expenses | ||||||||
| GEM payable (note 9) | ( | ) | ( | ) | ||||
| GEM payable – Interest (note 9) | ( | ) | ||||||
| Interest expense – leased assets | ( | ) | ( | ) | ||||
| Fees associated with loan facility (note 19) | ( | ) | - | |||||
| Issue | ( | ) | - | |||||
| Issue of | ( | ) | - | |||||
| Interest expenses – loan with related party (note 18) | - | ( | ) | |||||
| Bank fees and other finance expenses | ( | ) | ( | ) | ||||
| ( | ) | |||||||
| 11 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
Listing expenses
Listing expenses in the period included
$
| 5. | CASH AND CASH EQUIVALENTS |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Cash at bank and in hand | ||||||||
Cash at bank earns interest at floating rates based on daily bank deposit rates.
| 6. |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Copper | - | |||||||
- | ||||||||
On November 21, 2025, the Company entered
into an Asset Sale Agreement (the ASA) with Swiss Commodity Re Limited (the Seller) and purchased 40kg of ultra-high-purity copper powder
from Seller. Under the terms of the ASA, the transaction completed on December 16, 2025 when the Company issued the Seller a total
of
| 7. | DEFERRED EXPLORATION AND EVALUATION EXPENDITURE |
| Exploration and evaluation phases: | 31 December (Unaudited) | 30 June (Audited) | ||||||
| Balance at beginning of period | ||||||||
| Expenditure incurred | ||||||||
| Foreign exchange movement | ( | ) | ||||||
| Balance at end of period | ||||||||
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation or sale of the respective areas.
| 12 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 8. | INVESTMENT IN JOINT VENTURE |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Shares in Tanbreez Mining Greenland A/S | ||||||||
| Investment in joint venture accounted for using the equity method | ||||||||
| a) |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Balance at beginning of period | ||||||||
| Purchase of unlisted investments (i) | - | |||||||
| Cash investments | ||||||||
| Invoices paid by the Company on behalf of the joint venture | ||||||||
| Share of profits of joint venture recognised during the period | ||||||||
| Investment in joint venture accounted for using the equity method | ||||||||
| (i) | On June 5, 2024, CRML entered into a heads of agreement to acquire |
| 1. | Initial Investment of US$ |
| 2. | Stage 1 interest – Issue of US$ |
| 3. | Stage 2 interest – Issue of US$ |
| 13 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
On September 29, 2025, the Company
entered into Amendment No. 1 to the Amended and Restated Heads of Agreement (the HoA Amendment) with Rimbal. The HoA Amendment,
among other things, (i) removes the Company’s obligation to invest $
Under the terms of the HOA, CRML has the right to appoint two directors to the board of Tanbreez. On July 2, 2024, Tony Sage was appointed as CRML’s representative on the Board of Tanbreez.
The Vendor is a company controlled by geologist Gregory Barnes. Under the terms of the HOA, at completion of Stage 1 Interest, Gregory Barnes was appointed Strategic advisor to the board of CRML.
During the half year ended 31 December 2025, the following equity transactions occurred:
| ◾ | On July 9, 2025 Tanbreez issued |
| ◾ | On July 30, 2025 Tanbreez issued |
| ◾ | On September 4, 2025 Tanbreez issued |
| ◾ | On October 28, 2025 Tanbreez issued |
As at 31 December 2025, Rimbal held
a
| 14 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 9. | TRADE AND OTHER PAYABLES, NET |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Trade payables | ||||||||
| GEM payable (i) | ||||||||
| Other payables | ( | ) | ||||||
| Accruals | ||||||||
| Excise tax payable | ||||||||
| (i) |
As at 31 December 2025, the
Company continued to recognise a financial liability of US$
| 15 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 10. | RELATED PARTY TRANSACTIONS |
Parent entity has moved to having significant influence
In 2024 and up to October 10,
2025, the Company was controlled by European Lithium Ltd (EUR) who had the right to appoint 4 out of 5 directors of the Company
because EUR held
As at 31 December 2025, European Lithium
Ltd holds
Funding from related parties
31 December (Unaudited) | 30 June (Audited) | |||||||
| Working capital advance from European Lithium Ltd | ||||||||
31 December (Unaudited) | 30 June (Audited) | |||||||
| Balance at beginning of period | ||||||||
| Working capital advance from European Lithium Ltd (i) | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||
| Foreign exchange | ( | ) | ||||||
| Balance at end of period | ||||||||
| (i) |
Agreements entered into with related parties
Effective 1 November 2025, the remuneration
of Executive Chairman Mr Tony Sage increased from US$
Investments with related parties
During the half year ended 31 December
2025, EUR sold
Equity instrument disclosures relating to key management personnel
During the half year ended 31 December
2025, a total of
| 16 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 11. | WARRANTS LIABILITY |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Unlisted warrants ($5.00 exp. 27/02/2027) (c) | ||||||||
| Unlisted warrants ($5.00 exp. 18/6/2029) (d) | - | |||||||
| Unlisted warrants ($7.00 exp. 7/2/2029) (a) | ||||||||
| Unlisted warrants ($7.00 exp. 6/10/2031) (b) | - | |||||||
| Listed warrants ($11.50 exp. 27/2/2029) (e) | ||||||||
31 December (Unaudited) | 30 June (Audited) | |||||||
| Balance at beginning of period | ||||||||
| Issue of unlisted warrants PIPE | - | |||||||
| Issue of unlisted warrants PIPE (derivative liability) | - | |||||||
| Exercise of warrants (note 12) | ( | ) | - | |||||
| Gain/(Loss) on fair value of warrants (non-cash) | ( | ) | ||||||
| Balance at end of period | ||||||||
| a) | PIPE Warrants issued on February 7, 2025 |
On February 7, 2025, a total of
The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of the Company (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Empery which is factored into the implied issue date share price.
| Assumptions | ||||
| Number warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Issue date share price | $ | |||
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
During the year a total of
The fair value of the warrants granted is estimated as at 31 December 2025 using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Share price at 31 December 2025 | $ | |||
| 17 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| b) | PIPE Warrants issued on October 6, 2025 |
On October 6, 2025, a total of
The PIPE Investor Warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the Company’s share price.
The fair value of the PIPE Investor Warrants is estimated as at the date of issue using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number of warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Issue date share price | $ | |||
As the fair value determined using
the Black Scholes Model of the Warrants issued to the PIPE broker was in excess of the valuation, the difference in fair value of the
derivative liability and consideration received (the Calibration Allowance) is deferred and amortised over the
As at 31 December 2025, the fair value of the warrants is as follows:
| Assumptions | ||||
| Number of warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Share price at 31 December 2025 | $ | |||
As at 31 December 2025, the roll-forward of the balance of Calibration Allowance is as follows:
| Initial amount of Calibration Allowance as of October 6, 2025 | ||||
| Amortization of Calibration Allowance related to | ( | ) | ||
| Balance of Calibration Allowance at 31 December 2025 |
| c) | Warrants issued on February 27, 2024 with exercise price of $ |
On February 27, 2024, a total
of
The fair value of the warrants granted is estimated as at the date of grant using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Issue date share price | $ | |||
| 18 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
The fair value of the warrants issued is estimated as at 31 December 2025 using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Share price at 31 December 2025 | $ | |||
From March 1, 2025 the GEM Investor
has the right to require CRML to purchase the GEM Warrant from GEM Global in exchange for a number of ordinary shares in the Company having
a value equal to US$
| d) | Additional warrants issued to Empery Asset Management LP |
On June 17, 2024, a total of
The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.
| Assumptions | ||||
| Number warrants issued | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected life of warrants | ||||
| Exercise price | $ | |||
| Issue date share price | $ | |||
The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
On October 15, 2025, Empery exercised
all
| e) | Listed warrants |
The Company has listed warrants on issue
that are exercisable at $
| 19 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 12. | SHARE CAPITAL |
The Company has authorised share capital
of
| 31 December 2025 No of shares | 31 December (Unaudited) | |||||||
| Opening balance comprising issued capital and share premium | ||||||||
| Issue of shares suppliers | ||||||||
| Issue of shares PIPE | ||||||||
| Issue of shares vesting of RSU’s | ||||||||
| Issue of shares acquisition of copper (note 6) | ||||||||
| Issue of shares exercise of warrants | ||||||||
| Issue of shares exercise of warrants (cashless) | ||||||||
| Capital raising costs | - | ( | ) | |||||
| Total share capital comprising issued capital and shares premium | ||||||||
| 30 June 2025 No of shares | 30 June (Audited) | |||||||
| Opening balance comprising issued capital and share premium | ||||||||
| Issue of shares Tanbreez acquisition | ||||||||
| Issue of shares suppliers | ||||||||
| Issue of shares PIPE | ||||||||
| Issue of shares Directors | ||||||||
| Issue of shares vesting of RSU’s | ||||||||
| Issue of shares Tanbreez make good provision | ||||||||
| Issue of shares upon conversion of warrants | ||||||||
| Issue of warrants PIPE (Investors) | - | ( | ) | |||||
| Issue of warrants PIPE (Brokers) | - | ( | ) | |||||
| Capital raising costs – cash | - | ( | ) | |||||
| Total share capital comprising issued capital and shares premium | ||||||||
| (i) | During the half year ended 31 December 2025, the following shares were issued: |
| ◾ |
| ◾ |
| ◾ |
| ◾ |
| ◾ |
| o |
| o |
| ◾ |
| o |
| o |
Terms and conditions of contributed equity
Fully paid ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of paid up shares held.
| 20 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
Fully paid ordinary shares entitle their holder to one vote, either in person or by proxy, at any shareholders’ meeting of the Company.
At 31 December 2025, all shares on issue in the Company are fully paid.
| 13. | UNISSUED CAPITAL RESERVE |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Unissued capital reserve | ||||||||
| 14. | RESERVES |
31 December (Unaudited) | 30 June (Audited) | |||||||
| Foreign currency translation reserve | ||||||||
| NASDAQ listing reserve | ||||||||
| Share-based payment reserve | ||||||||
Foreign Currency Translation Reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of financial statements of foreign subsidiaries.
31 December (Unaudited) | 30 June (Audited) | |||||||
| Balance at beginning of period | ( | ) | ||||||
| Foreign currency exchange differences arising on translation of foreign operations | ( | ) | ||||||
| Balance at end of period | ||||||||
Share-based Payment Reserve
The share-based payment reserve records items recognised as expenses on valuation of employee share options and options issued to directors and consultants.
31 December (Unaudited) | 30 June (Audited) | |||||||
| Balance at beginning of period | ||||||||
| Issue of RSUs to Directors and management (note 15) | ||||||||
| Issue of RSU’s to suppliers (note 15) | - | |||||||
| Issue of shares to Directors and management in lieu of fees | - | |||||||
| Transaction costs for PIPE warrants (Financial liability) | - | |||||||
| Exercise of warrants (Cashless) | ( | ) | - | |||||
| Issue of warrants PIPE (brokers) (i) | ||||||||
| Issue of shares upon vesting of RSU’s | ( | ) | ( | ) | ||||
| Balance at end of period | ||||||||
| (i) |
| 21 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
NASDAQ Listing Reserve
The NASDAQ listing reserve records items recognised in respect to the Company’s listing on the NASDAQ.
31 December (Unaudited) | 30 June (Audited) | |||||||
| Balance at beginning of period | ||||||||
| NASDAQ listing costs | - | - | ||||||
| Balance at end of period | ||||||||
| 15. | SHARE-BASED PAYMENTS |
Total costs arising from share-based payment transactions recognised as an expense during the period were as follows:
31 December (Unaudited) | 31 December (Unaudited) | |||||||
| Issue of RSUs to Directors and management | ( | ) | ( | ) | ||||
| Issue of shares to suppliers – 2744724 Alberta Inc | ( | ) | - | |||||
| Issue of shares to suppliers – Bellatrix Corporate Pty Ltd | - | ( | ) | |||||
| Issue of RSU’s to suppliers – Chris Gale | - | ( | ) | |||||
| ( | ) | ( | ) | |||||
(i) RSUs to Directors and Management
On November 1, 2025, the Company
issued
The RSU’s vest equally over
a three year term and have been valued based on the trading price on the date of issue with the overall cost spread over the vesting
period. An amount of $
| Number of RSU’s | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Executives | $ | |||||||||||
| Executives | $ | |||||||||||
| Executives | $ | |||||||||||
| Advisors | $ | |||||||||||
| Non-Executive Directors | $ | |||||||||||
| 22 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
The PVO’s have an exercise price
of $
| Number of PVO’s | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| Executives, Advisors and Non-Executive Directors | $ | |||||||||||
| Executives, Advisors and Non-Executive Directors | $ | |||||||||||
| Executives, Advisors and Non-Executive Directors | $ | |||||||||||
(ii) Shares to Suppliers
On October 22, 2025, the Company
issued
| Number of Shares | Grant date | Fair value at grant date $ per right | Vesting Date | |||||||||
| 2744724 Alberta Inc | | $ | ||||||||||
(iii) Shares issued on the purchase of inventory
On December 16, 2025, the
Company issued
| 16. | LOSS PER SHARE |
31 December (Unaudited) | 31 December (Unaudited) | |||||||
| Loss used in the calculation of basic and dilutive loss per share | ( | ) | ( | ) | ||||
31 December (Unaudited) | 31 December (Unaudited) | |||||||
| Loss per share: | ||||||||
| Basic loss per share | ( | ) | ( | ) | ||||
| Diluted loss per share | ( | ) | ( | ) | ||||
| 31 December 2025 Number |
31 December 2024 Number |
|||||||
| Weighted average number of shares | ||||||||
There are dilutive potential ordinary shares on issue at balance date. Given the Company has made a loss and has warrants on issue, there is no dilution of earnings hence the diluted loss per share is the same as for basic loss per share.
| 23 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
| 17. | COMMITMENTS AND CONTINGENCIES |
| a) | Exploration commitments |
There have been no changes to commitments since the most recent annual financial statements for the year ended 30 June 2025.
| b) | Contingencies |
There have been no changes in contingent liabilities other than those disclosed under note 4 (listing expenses) since the most recent annual financial statements for the year ended 30 June 2025.
| 18. | CASH FLOW INFORMATION |
31 December (Unaudited) | 31 December (Unaudited) | |||||||
| Reconciliation from net loss after tax to net cash used in operations | ||||||||
| Net (loss) | ( | ) | ( | ) | ||||
| Non-cash flows included in operating loss: | ||||||||
| Depreciation | ||||||||
| Amortisation | ||||||||
| Gain on derecognition of warrants | ( | ) | - | |||||
| (Loss)/gain on fair value of warrants (note 11) | ( | ) | ||||||
| Loss on extinguishment of liability | - | |||||||
| Due diligence expenses (classified as investing activities) | - | ( | ) | |||||
| Finance (cost) | ( | ) | ||||||
| Share based payment expense (note 15) | ||||||||
| Issue of shares to directors and management in lieu of fees | - | |||||||
| Share of net losses of associate | ( | ) | ( | ) | ||||
| Share of net profits of JV accounted for using the equity method (note 8) | ( | ) | ( | ) | ||||
| Foreign exchange (loss)/gain | ( | ) | ( | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Decrease in trade and other receivables | ||||||||
| Decrease in prepaid expenses | ||||||||
| (Increase) in restricted cash and other deposits, net | ( | ) | - | |||||
| (Increase) in trade and other payables, net | ( | ) | ( | ) | ||||
| Decrease in provisions | ||||||||
| (Increase) in funding from related party | ( | ) | - | |||||
| (Increase)/decrease in other movements | ( | ) | ||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| 19. | FINANCIAL INSTRUMENTS |
Set out below is an overview of financial assets and liabilities recorded in the consolidated financial statements held by the Company as at 31 December 2025: (Unaudited)
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Financial assets | ||||||||||||||||
| Investment in equity-accounted joint venture | - | - | ||||||||||||||
| Total assets recognised at fair value | - | - | ||||||||||||||
| Financial liabilities | ||||||||||||||||
| Warrants liability | - | |||||||||||||||
| Total liabilities recognised at fair value | - | |||||||||||||||
| 24 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
Set out below is an overview of financial assets and liabilities recorded in the consolidated financial statements held by the Company as at 30 June 2025: (Audited)
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Financial assets | ||||||||||||||||
| Investment in equity-accounted joint venture | - | - | ||||||||||||||
| Total assets recognised at fair value | - | - | ||||||||||||||
| Financial liabilities | ||||||||||||||||
| Warrants liability | - | |||||||||||||||
| Total liabilities recognised at fair value | - | |||||||||||||||
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Company as at 31 December 2025: (Unaudited)
| At amortised cost | Fair value through profit or loss | Fair value through OCI | ||||||||||
| $ | $ | $ | ||||||||||
| Financial assets | ||||||||||||
| Trade and other receivables | - | - | ||||||||||
| Total current assets | - | - | ||||||||||
| Restricted cash | - | - | ||||||||||
| Total non-current assets | - | - | ||||||||||
| Total assets | - | - | ||||||||||
| At amortised cost | Fair value through profit or loss | |||||||
| $ | $ | |||||||
| Financial liabilities | ||||||||
| Trade and other payables | - | |||||||
| Funding from related party | - | |||||||
| Warrants liabilities | - | |||||||
| Total current liabilities | ||||||||
| Offtake prepayment | - | |||||||
| Total non-current liabilities | - | |||||||
| Total liabilities | - | |||||||
| 25 | P a g e |
CRITICAL METALS CORP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND 2024 (UNAUDITED)
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Company as at 30 June 2025: (Audited)
| At amortised cost | Fair value through profit or loss | Fair value through OCI | ||||||||||
| $ | $ | $ | ||||||||||
| Financial assets | ||||||||||||
| Trade and other receivables | - | - | ||||||||||
| Total current assets | - | - | ||||||||||
| Restricted cash | - | - | ||||||||||
| Total non-current assets | - | - | ||||||||||
| Total assets | - | - | ||||||||||
| At amortised cost | Fair value through profit or loss | |||||||
| $ | $ | |||||||
| Financial liabilities | ||||||||
| Trade and other payables | - | |||||||
| Funding from related party | - | |||||||
| Warrants liabilities | - | |||||||
| Total current liabilities | ||||||||
| Offtake prepayment | - | |||||||
| Total non-current liabilities | - | |||||||
| Total liabilities | ||||||||
| 20. | EVENTS AFTER THE REPORTING DATE |
On January 21, 2026 the Company
issued
On February 2, 2026 the Company
issued
On March 5, 2026, 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 $
No other matters or circumstances have arisen since the end of the reporting period which significantly altered or may significantly alter the operations of the Company, the results of those operations or the state of affairs of the Company in the period subsequent to 31 December 2025.
| 26 | P a g e |
Exhibit 99.3
The following supplements and updates the Risk Factors previously disclosed in our Annual Report on Form 20-F for the year ended June 30, 2025, filed with the SEC on October 6, 2025, as amended by Amendment No. 1 to Annual Report on Form 20-F, filed with the SEC on October 15, 2025.
Our issuance of additional capital stock in connection with financings, acquisitions, investments, share incentive plans, earnout provisions or otherwise may dilute our current stockholders and may and have a negative impact on the market price of our ordinary shares.
Our existing cash and cash equivalents may not be sufficient to meet our working capital needs in the future. Further, our estimates may prove to be inaccurate, and we could spend our capital resources faster than we currently expect. Additionally, changing circumstances, some of which may be beyond our control, could also cause us to spend capital significantly faster than we currently anticipate, and we may need to seek additional funding sooner than planned. Accordingly, we expect to issue additional shares in the future to fund our operations and working capital needs, which may result in dilution to other shareholders.
For example, we may issue up to an additional 6,778,838 Ordinary Shares (the “Earnout Shares”) to European Lithium Limited, our largest shareholder, in connection with the earnout provision contained within the Business Combination Agreement. Half of the Earnout Shares will become issuable if the volume weighted average price, or VWAP (as defined in the Business Combination Agreement), of Ordinary Shares trades above $15 dollars per share, and the other half are issuable if the VWAP for Ordinary Shares trades above $20 per share, in each case for any twenty trading days in any thirty day trading days during the five-year period following the consummation of the Business Combination. The Earnout Shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance of the Earnout Shares.
In addition, we have granted equity awards to employees, directors, and consultants under our share incentive plans and we may do so in the future. We also expect to raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. We have elected to comply with the Nasdaq home country corporate governance rules applicable to foreign private issuers, which means that we follow certain corporate governance rules that conform to requirements of the British Virgin Islands in lieu of many of the Nasdaq corporate governance rules. For example, among other things, we have opted out of the requirement that we obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions or private placements of securities. Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Please see “Item 16G. Corporate Governance.”
Any such issuances of additional shares may cause shareholders to experience significant dilution of their ownership interests and could have a negative impact on the market price of the Company ordinary shares and the Company’s ability to obtain additional financing in the future.
Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms. This may not occur or, should it occur, may not result in the appreciation of our share price similar of what other companies in our industry have experienced following the announcement of such agreements.
Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target both civilian and military off-take customers and convert such contacts into meaningful orders or expand on current customer relationships. We do not currently have any revenue or definitive off-take or sales agreements with customers in place, other than our lithium Offtake Agreement with BMW. We have entered into four non-binding term sheets for the offtake of rare-earth concentrate extracted from the Tanbreez Project. These consist of (i) a letter of intent with Ucore Rare Metals Inc. (“Ucore”) dated as of August 26, 2025, a letter of intent with REalloys Inc. (“REalloys”) dated as of October 8, 2025, a joint venture development term sheet with Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L. (“FPCU”) dated as of December 9, 2025, and a memorandum of understanding with Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company (“TQB”) dated as of January 15, 2026. There can be no guarantee that we will enter into a binding agreement with Ucore, REalloys, FPCU, or TQB on terms favorable to the Company or at all. If we are unable to negotiate, finalize and maintain such agreements and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable to us, we will not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results and financial condition.
We anticipate that in some cases our products will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our products meet their performance requirements before they commit to meaningful orders. If our targeted customers do not commit to make meaningful orders, or at all, it could adversely affect our business, prospects and results of operations. Our customers may require protections in the form of price reductions and similar arrangements that allow them to require us to deliver additional product or reimburse them for losses they suffer as a result of our late delivery or failure to meet agreed upon performance specification. Delays in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments, resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence of any of these events could harm our business, prospects, results of operations and financial results.
Even if we do enter into offtake and/or sales agreements, we may fail to deliver the product required by such agreements or may experience production costs in excess of the fixed price to be paid to us under such agreements. In December 2022, we entered into a long-term Offtake Agreement (the “Offtake Agreement”) with European auto manufacturer, BMW (“BMW”). The Offtake Agreement is conditioned upon the successful start of commercial production at the Wolfsberg Project and full product qualification and certification. Pursuant to the Offtake Agreement, on June 5, 2024, BMW made an advance payment of US$15.0 million to us, which is secured by a bank guarantee at Citi New York (the “Bank Guarantee”) and is subject to be repaid through equal setoffs against battery grade lithium hydroxide delivered to BMW. The advance payment is not yet freely accessible to CRML, and the Company may only access the funds under certain conditions. Our business, results of operations and financial condition may be materially and adversely affected if we are unable to (i) realize the expected benefits under the Offtake Agreement; (ii) enter into similar agreements with other buyers; (iii) deliver the products required by such agreements; or (iv) experience costs in excess of the price set forth in such agreements.
There can be no assurance that we will deliver a definitive feasibility study that supports the economic viability of the Tanbreez Project moving forward or that the assumptions used in the definitive feasibility study to underpin the viability of the Tanbreez Project will remain true and correct in the future.
The Tanbreez Project is in the advanced exploration stage, and our planned principal operations have not commenced. There is currently no commercial production on our project area and we have not yet completed a definitive feasibility study for the Tanbreez Project. We expect to complete a definitive feasibility study for the Tanbreez Project by the end of 2026, but we could experience delays. Until that time, we cannot be confident that the mine will operate profitably. We have conducted preliminary drilling programs, which have returned positive results. However, results obtained from preliminary drilling programs are inherently less certain than data from a definitive feasibility study.
The business of exploring minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing profitable mining operations. In developing its mineral deposits, we will be subjected to an array of complex economic factors and accordingly there is no assurance that a positive definitive feasibility study or any projected results contained in a feasibility study of a mineral deposit will be attained. Additional potential problems that may prevent us from discovering any reserves of minerals on our project include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. Most of these factors are beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable. In addition, the estimation of mineral resources (as well as mineral reserves) is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.
2
We cannot assure you that the definitive feasibility study, if completed, will identify economically extractable minerals, nor can we make assurances regarding the quantity or grade of any mineralization we seek to extract. Our exploration prospects may not contain any reserves, and any funds spent on feasibility studies and exploration may be lost. Even for the mineral resource reported on the preliminary feasibility study, any quantity or grade of indicated resource must be considered as estimates only until the project is in operation. We do not know with certainty that economically recoverable HREEs exist on the Tanbreez Project area.
In addition, if the commodity prices change or there is a material change in ore parameter quality, grade and concentrate, recoveries may vary over the 28 years expected initial life of mine and could affect the project economics and viability of our properties.
Sales, or the perception of sales, of a substantial number of our securities in the public market by our existing securityholders could cause the price of our Ordinary Shares and Public Warrants to fall.
The resale, or expected or potential resale, of a substantial number of our Ordinary Shares in the public market could occur at any time. For example, the Company’s registration statement on Form F-1 (subsequently amended to Form F-3 on April 23, 2025) registered for resale up to 100,312,567 Ordinary Shares, which constituted approximately 56.0% of our outstanding Ordinary Shares on a fully diluted basis as of March 13, 2026, on behalf of the selling securityholders named therein. Certain Ordinary Shares have been sold under such registration statement, but a significant number of shares remain unsold, including the Earnout Shares. In addition, the Company has filed registration statements in April 2025, October 2025, and February 2026 related to the potential resale of Ordinary Shares by other shareholders named therein. Such sales, or the perception that such sales could occur, could adversely affect the market price for our Ordinary Shares and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate.
We have concluded that there are significant deficiencies in our internal control over financial reporting and we cannot assure you that additional sufficient deficiencies will not be identified in the future. These significant deficiencies may not be timely remediated and general reputational harm could result or persist, which could affect our business, operations and financial condition. The failure to implement and maintain effective internal control over financial reporting could result in material misstatements in the financial statements, which could require us to restate financial statements, cause investors to lose confidence in the reported financial information and have a negative effect on the price of our ordinary shares.
For the half year period ended December 31, 2025, the Company identified a material weakness related to valuation and accounting for copper powder acquired in the period, in addition to material weaknesses previously identified, which remained not remediated as of December 31, 2025.
Adverse global conditions, including macroeconomic slowdowns and recessions, and geopolitical instability, may negatively impact our financial results.
Global conditions, dislocations in the financial markets, inflation and increasing interest rates could adversely impact our business. The global macroeconomic environment has been and may continue to be negatively affected by, among other things, instability in global economic markets, increased trade tariffs and trade disputes, instability in the global credit markets, interest rates or even availability of credit, supply chain weaknesses, political tensions, instability in the geopolitical environment as a result of the war in Ukraine, U.S. military operations in Venezuela and Iran, and disputes between the U.S. and Europe related to the sovereignty of Greenland, and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets, which may adversely affect our business.
High interest rates in Europe, Australia, the U.S., or elsewhere could adversely affect our costs and earnings due to the impact those changes have on our variable-rate debt instruments.
A strong variation in the exchange rates between foreign currencies and the U.S. dollar could negatively affect our financial results, as a greater percentage of our sales and raw material purchases are not made in U.S. dollars. Furthermore, we could be adversely affected by negative economic conditions prevalent in the U.S. or other countries, even when economic conditions in such countries may differ significantly from economic conditions in Europe or Australia, as investors’ reactions to developments in any of these other countries may have an adverse effect on our securities. Consequently, the market value of our securities may be adversely affected by events taking place outside of Europe, Australia or the U.S.
Additionally, economic downturns and geopolitical challenges in regions of the world that are critical to our operations have in the past and could in the future cause supply chain and other disruptions that impact our business. For example, Russia’s and Ukraine’s conflict, and the possibility of retaliatory measures taken by the U.S. and NATO, the ongoing conflict in Israel, and the Houthi’s disruption to the movement of goods in the Red Sea have created global security concerns that could have a lasting adverse impact on regional and global economies.
3
FAQ
What did Critical Metals Corp. (CRML) report for its half year ended December 31, 2025?
How much cash does Critical Metals Corp. (CRML) have and how was it funded?
What are the key projects in Critical Metals Corp. (CRML)’s portfolio?
Why is there substantial doubt about Critical Metals Corp. (CRML) continuing as a going concern?
What is the significance of the GEM settlement mentioned by Critical Metals Corp. (CRML)?
How large are Critical Metals Corp. (CRML)’s warrant-related liabilities?
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