Critical Metals Corp. SEC Filings

Critical Metals Corp filed an amended Form 6-K to correct the independent auditors’ reports for its subsidiary Tanbreez Mining Greenland A/S, clarifying that the 2025 and 2024 financial statements are prepared under IFRS as issued by the IASB. The updated statements show Tanbreez moving from a DKK 5.49 million loss in 2024 to a DKK 534,838 profit in 2025, driven largely by DKK 10.33 million of financial income, mainly unrealized foreign exchange gains. At December 31, 2025, Tanbreez reported total assets of DKK 276.7 million, including DKK 265.1 million of deferred exploration and evaluation expenditure and DKK 7.1 million of cash, funded primarily by DKK 214.1 million of loans from group companies and DKK 58.0 million of equity after a DKK 44.86 million debt-to-equity conversion by Critical Metals. Both the auditors and Tanbreez management highlight substantial doubt about the company’s ability to continue as a going concern because of working capital pressure, accumulated deficits and the need for further funding, although operations continue based on expected financial support and the long-life exploitation license for the Tanbreez rare earths project in Greenland.

Critical Metals Corp. received a major new shareholder as Gregory Bennett Barnes and his company Rimbal Pty Ltd filed a Schedule 13D. They report beneficial ownership of 14,509,449 Ordinary Shares, equal to 11.5% of the outstanding Ordinary Shares.

The stake includes 14,500,000 Ordinary Shares issued to Rimbal on April 29, 2026, when Critical Metals received an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S under an Amended and Restated Heads of Agreement. Rimbal also obtained the right to appoint a nominee director to Critical Metals’ board.

Critical Metals Corp. has closed the second stage of its Tanbreez acquisition, increasing its ownership in Tanbreez Mining Greenland A/S from 42% to 92.5%. To acquire this additional 50.5% interest, the company issued 14,500,000 ordinary shares to Rimbal Pty. Ltd. in a private placement exempt from Securities Act registration.

European Lithium Ltd. retains the remaining 7.5% interest in Tanbreez, and Critical Metals has announced a non-binding letter of intent to acquire European Lithium, which, if completed, would raise its Tanbreez ownership to 100%. The company plans to focus on advancing Tanbreez, a major heavy rare earth elements deposit in Southern Greenland, toward production.

Critical Metals Corp. entered into securities purchase agreements for a PIPE financing in which accredited investors agreed to buy 5,999,998 ordinary shares at an aggregate purchase price of $59,999,980. The private placement relies on a Securities Act Section 4(a)(2) exemption and is expected to close on April 22, 2026.

At closing, the company will sign a Registration Rights Agreement requiring it to file a resale registration statement for the new shares within 30 days of closing and to use reasonable best efforts to have it declared effective within 60 days of filing, or 90 days if reviewed by the SEC, and to maintain its effectiveness.

Critical Metals Corp. furnished a Form 6-K providing audited 2025 and 2024 financial statements for its Greenland mining affiliate Tanbreez Mining Greenland A/S and updating terms of a planned ownership increase. Critical Metals currently owns 42% of Tanbreez and, after Greenlandic regulatory approval of a transfer from Rimbal Pty Ltd, would be obligated to raise its stake to 92.5% in exchange for issuing 14,500,000 ordinary shares to Rimbal. Tanbreez reported a profit of DKK 534,838 in 2025 after a DKK 5,489,397 loss in 2024, supported by substantial loans from related parties and capitalised exploration spend. Tanbreez’s auditor included a going concern emphasis, citing working capital pressure, accumulated losses and the need for additional funding.

Critical Metals Corp. director Zhernov Mykhailo sold 50,000 Ordinary Shares in open-market transactions. The sales occurred on March 23 and 24, 2026, with 25,000 shares sold each day at prices of $8.07 and $8.04 per share. After these trades, he directly holds 309,179 Ordinary Shares. A footnote also describes RSUs granted on November 1, 2025 that cover 150,000 Ordinary Shares vesting in three equal annual installments starting on November 1, 2026, contingent on continued service.

Critical Metals Corp. Chief Executive Officer Sage Antony William Paul filed an initial Form 3 showing his equity holdings in the company. He reports performance stock units tied to 4,500,000 Ordinary Shares with an exercise price of $12.88 per share, vesting only if specific share price targets are met over set periods.

The performance units vest in three equal tranches if the volume-weighted average price reaches $16.25 through October 31, 2026, $20.31 through October 31, 2027, and $25.39 through October 31, 2028, with any unmet tranche terminating. He also reports 3,500,000 Ordinary Shares held directly, plus additional Ordinary Shares held indirectly through Okewood Pty Ltd, over which he has investment control, and by his children who share his household.

Critical Metals Corp. General Counsel Thomas John Harper filed a Form 3 reporting his initial equity holdings. He directly holds 140,000 Ordinary Shares and an additional 50,000 Ordinary Shares. He also holds Performance Stock Units tied to up to 180,000 underlying Ordinary Shares at an exercise price of $12.8800 per share.

The filing notes earlier grants of restricted stock units vesting in three equal annual installments beginning on November 1, 2026, subject to continued service. Separate performance stock units granted on October 30, 2025 vest in three tranches only if volume-weighted average price hurdles of $16.25, $20.31 and $25.39 are achieved by October 31, 2026, October 31, 2027 and October 31, 2028, respectively; any unvested tranche then terminates.