Welcome to our dedicated page for Critical Metals SEC filings (Ticker: CRML), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Critical Metals Corp. filings document the company’s foreign private issuer reports, mineral project ownership, capital structure, governance, and material agreements. Recent Form 6-K reports cover the completed increase of the company’s Tanbreez Mining Greenland A/S ownership to 92.5%, related ordinary share issuances, resale registration obligations, and incorporation of disclosed matters into Form F-3, Form F-1, and Form S-8 registration statements.
The filing record also includes disclosures on annual general meeting materials, shareholder voting matters, warrants, private placements, rare earth project arrangements, risk factors, and operating and financial results. These documents frame CRML’s public-company record around development-stage mining assets, ordinary share capital, and governance matters.
Critical Metals Corp. entered into a new agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited that terminates their prior share purchase arrangement. Under this new GEM Agreement, GEM fully exercised a warrant issued in February 2024 and will receive 1,409,624 ordinary shares.
In addition, the Company will issue a further 2,744,062 ordinary shares to GEM for no additional consideration in a private placement relying on Section 4(a)(2) of the Securities Act of 1933. Critical Metals is obligated to file a resale registration statement for these 2,744,062 shares, and if that registration is not declared effective by the SEC within 120 days of March 5, 2026, the Company may be required, among other things, to pay GEM the aggregate cash value of those shares.
Critical Metals Corp. is registering up to 2,777,600 Ordinary Shares for resale by selling securityholders. The shares consist of 2,000,000 ASA Shares, 177,600 February PA Warrant Shares and 600,000 October PA Warrant Shares. The Company will not receive proceeds from resales but will receive cash proceeds if Placement Agent Warrants are exercised for cash at an initial exercise price of $7.00 per share. On February 19, 2026 the company had 122,074,807 Ordinary Shares issued and outstanding, and on February 20, 2026 the closing price was $9.06 per share. The prospectus permits resale through public or private transactions and lists customary plan of distribution methods and restrictions, including the 9.99% beneficial ownership exercise cap in certain warrants.
Critical Metals Corp. filed a Form F-3 shelf registration to register up to 2,777,600 Ordinary Shares for resale by selling securityholders from time to time after effectiveness. The registered shares consist of 2,000,000 ASA Shares, 177,600 February PA Warrant Shares, and 600,000 October PA Warrant Shares.
The prospectus states the Company will receive no proceeds from resale by the selling securityholders, but will receive cash proceeds to the extent Placement Agent Warrants are exercised at an initial exercise price of $7.00 per share. The filing notes 122,074,807 Ordinary Shares outstanding as of February 19, 2026 and lists warrant totals, including 7,660,775 Public Warrants and private warrants entitling holders to purchase up to 14,536,435 Ordinary Shares as of February 19, 2026.
Critical Metals Corp. received a Schedule 13G showing that Alyeska Investment Group, Alyeska Fund GP and Anand Parekh beneficially own 11,652,735 ordinary shares, or 9.9% of the company’s ordinary shares as of December 31, 2025.
The filing notes holdings in common PIPE shares, pre-funded warrants and warrants to purchase additional Class A common stock. These warrants are subject to a 9.9% ownership cap, limiting exercises so that post-exercise ownership does not exceed 9.9% of Critical Metals’ common stock.
The reported 9.9% ownership percentage is based on 117,704,394 ordinary shares outstanding, as stated in a company prospectus filed on November 10, 2025. The reporting persons certify the position is held in the ordinary course of business and not to change or influence control of Critical Metals.
Critical Metals Corp. received an ownership update from major shareholder European Lithium Limited. European Lithium entered a Securities Purchase Agreement on February 3, 2026 to sell 2,500,000 Ordinary Shares for $33,750,000, with the transaction closing on February 4, 2026.
After this sale, European Lithium beneficially owns 45,536,338 Ordinary Shares, representing 37.3% of Critical Metals’ outstanding Ordinary Shares, based on 122,074,807 shares outstanding as of February 4, 2026. European Lithium also has a potential entitlement to 3,389,419 additional earnout shares if specified price-related conditions are met within five years of the business combination.
European Lithium Limited, a major shareholder of Critical Metals Corp., has amended its ownership filing after a Rule 144 sale of 5,000,000 Ordinary Shares on January 21, 2026. Following this sale, European Lithium now beneficially owns 48,036,338 Ordinary Shares, representing 39.5% of Critical Metals’ outstanding Ordinary Shares.
The ownership percentage is based on 121,674,807 Ordinary Shares issued and outstanding as of January 23, 2026. The filing notes that an additional 3,389,419 Earnout Shares may be issued to European Lithium if share price conditions are met within five years of the business combination, but these contingent shares are not included in the current beneficial ownership figure.
Critical Metals Corp. entered into a non-binding Memorandum of Understanding with Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company to pursue one or more joint ventures in Saudi Arabia. These joint ventures are intended to develop, own and operate a processing plant and refining facility for rare earth resources from the Tanbreez Green Rare Earth Mine, in which the company currently owns 42% of the equity interests. The company notes there is no guarantee that this MoU or other existing non-binding offtake term sheets for rare-earth concentrate from the Tanbreez Project will result in binding agreements on favorable terms or at all.
The company also scheduled a business update webcast and conference call on January 22, 2026 at 8:00 AM ET, where management will provide a corporate update and take questions. Investors can access the event through the company’s website or by phone, with a replay to be made available afterward.
A holder of CRML ordinary shares has filed a notice of proposed sale under Rule 144. The notice covers 5,000,000 ordinary shares, to be sold through BMO Capital Markets Corp. on the NASDAQ. The filing lists an aggregate market value of $73,800,000 for these shares. It also notes that 121,464,807 shares of this class were outstanding and that the seller acquired the 5,000,000 shares from the issuer on 02/27/2024, with payment made on the same date.
Critical Metals Corp. entered into a non-binding joint investment development term sheet with Romanian state-owned FPCU to pursue an equally owned joint venture that would develop, construct and commission a processing plant in Romania.
The contemplated JV would seek offtake rights to 50% of the rare-earth concentrate production from the Tanbreez Green Rare Earth Mine, where Critical Metals currently holds 42% of the equity interests. Including this and two earlier non-binding term sheets, the company has now covered an aggregate 75% of the Tanbreez Project’s future rare-earth concentrate production, though there is no guarantee that any of these term sheets will lead to binding agreements or on terms favorable to the company.
Critical Metals Corp. reported that on December 11, 2025 it provided its Notice of 2025 Annual General Meeting and related proxy materials to shareholders. These documents are filed as exhibits to this Form 6-K and are also incorporated by reference into the company’s existing registration statements on Forms F-3, F-1 and S-8, linking the meeting materials to its broader securities filings.