Rimbal reveals 11.5% stake in Critical Metals

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.

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Rimbal and Gregory Barnes disclose an 11.5% stake and board nomination rights in Critical Metals.

The filing shows Rimbal Pty Ltd and its sole owner Gregory Bennett Barnes beneficially owning 14,509,449 Ordinary Shares of Critical Metals Corp., representing 11.5% of the class based on 126,228,493 shares outstanding as of March 9, 2026.

On April 29, 2026, Rimbal received 14,500,000 shares in exchange for Critical Metals obtaining an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S under an Amended and Restated Heads of Agreement. Barnes and Rimbal share voting and dispositive power over these shares.

The agreement also grants Rimbal the right to appoint a nominee director to Critical Metals’ board, adding a governance element alongside the sizable ownership position. Future company filings may detail how this ownership and board representation influence strategy around the Tanbreez mining assets.

Key Figures

Beneficial ownership: 14,509,449 Ordinary Shares Ownership percentage: 11.5% of Ordinary Shares Newly issued shares: 14,500,000 Ordinary Shares +4 more

7 metrics

Beneficial ownership 14,509,449 Ordinary Shares Owned by Gregory Bennett Barnes and Rimbal Pty Ltd

Ownership percentage 11.5% of Ordinary Shares Based on 126,228,493 shares outstanding as of March 9, 2026

Newly issued shares 14,500,000 Ordinary Shares Issued to Rimbal on April 29, 2026 under Heads of Agreement

Shares outstanding baseline 126,228,493 Ordinary Shares Issued and outstanding as of March 9, 2026 per Form F-3

Additional Tanbreez interest 50.5% ownership interest Additional stake in Tanbreez Mining Greenland A/S received by Issuer

Sole voting power 0 shares For each Reporting Person; all 14,509,449 shares are shared voting power

Shared voting power 14,509,449 shares Shared by Gregory Bennett Barnes and Rimbal Pty Ltd

Key Terms

Ordinary Shares, beneficially owned, Sole Voting Power, Shared Voting Power, +2 more

6 terms

Ordinary Shares financial

"The securities to which this relates are the ordinary shares, $0.001 par value per share ("Ordinary Shares"), of Critical Metals Corp."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

beneficially owned financial

"Represents 14,509,449 Ordinary Shares (as defined below) beneficially owned by Gregory Bennett Barnes, as the sole owner of Rimbal Pty Ltd."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 8 | Shared Voting Power 14,509,449.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Sole Dispositive Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Heads of Agreement financial

"in connection with the transactions contemplated by that certain Amended and Restated Heads of Agreement, dated as of July 19, 2024, between Rimbal and the Issuer"

A heads of agreement is a short, written summary that outlines the main terms parties intend to include in a future formal contract — like two people agreeing on the big points of a deal before drafting the full paperwork. For investors it signals mutual intent and the likely shape of a transaction or partnership, but because it is usually non-binding it does not guarantee the final outcome and carries execution risk.

FAQ

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

What ownership stake in Critical Metals Corp. (CRML) did Rimbal Pty Ltd disclose?

Rimbal Pty Ltd and its owner Gregory Bennett Barnes disclosed beneficial ownership of 14,509,449 Ordinary Shares of Critical Metals Corp., representing 11.5% of the outstanding Ordinary Shares, based on 126,228,493 shares issued and outstanding as of March 9, 2026.

How did Rimbal Pty Ltd acquire shares of Critical Metals Corp. (CRML)?

On April 29, 2026, Rimbal Pty Ltd received 14,500,000 Ordinary Shares from Critical Metals Corp. in exchange for the company obtaining an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S under an Amended and Restated Heads of Agreement.

Who is Gregory Bennett Barnes in relation to Rimbal Pty Ltd and Critical Metals Corp. (CRML)?

Gregory Bennett Barnes is the sole owner, officer, and director of Rimbal Pty Ltd and a Reporting Person on the Schedule 13D. Through Rimbal, he shares voting and dispositive power over 14,509,449 Ordinary Shares of Critical Metals Corp.

What board-related rights did Rimbal obtain from Critical Metals Corp. (CRML)?

Under the Amended and Restated Heads of Agreement, Rimbal Pty Ltd was granted the right to appoint a nominee director to Critical Metals Corp.’s board of directors, adding governance influence alongside its significant equity stake.

What is the connection between Critical Metals Corp. (CRML) and Tanbreez Mining Greenland A/S?

Critical Metals Corp. agreed to issue 14,500,000 Ordinary Shares to Rimbal Pty Ltd in exchange for an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S, linking the share issuance directly to increased ownership of the mining company.

How was the 11.5% ownership percentage in Critical Metals Corp. (CRML) calculated?

The 11.5% stake reflects 14,509,449 Ordinary Shares beneficially owned by the Reporting Persons divided by 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in Critical Metals Corp.’s Form F-3 registration statement.

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Accepted by SEC EDGAR 05/06/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Critical Metals Corp.

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

G2662B103

(CUSIP Number)

Michael Meyer
Gorrissen Federspiel, Prismet, Silkeborgvej 2
8000 Aarhus C, G7, 8000
45 86 20 75 00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G2662B103

1

Name of reporting person

Gregory Bennett Barnes

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,509,449.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,509,449.00

11

Aggregate amount beneficially owned by each reporting person

14,509,449.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents 14,509,449 Ordinary Shares (as defined below) beneficially owned by Gregory Bennett Barnes, as the sole owner of Rimbal Pty Ltd., a corporation incorporated under the laws of Australia ("Rimbal" and, together with Gregory Bennett Barnes, each a "Reporting Person" and, collectively, the "Reporting Persons"), including 14,500,000 Ordinary Shares acquired from the Issuer on April 29, 2026, in connection with the transactions contemplated by that certain Amended and Restated Heads of Agreement, dated as of July 19, 2024, between Rimbal and the Issuer, as amended by Amendment No. 1 to Amended and Restated Heads of Agreement, dated as of September 29, 2025 (the "Heads of Agreement"). (2) Percent of class calculated based on an aggregate of 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in the Issuer's Registration Statement on Form F-3, filed March 18, 2026.

SCHEDULE 13D

CUSIP Number(s): G2662B103

1

Name of reporting person

Rimbal Pty Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,509,449.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,509,449.00

11

Aggregate amount beneficially owned by each reporting person

14,509,449.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(3) Represents 14,509,449 Ordinary Shares beneficially owned by Rimbal Pty Ltd, including 14,500,000 Ordinary Shares acquired from the Issuer on April 29, 2026, in connection with the transactions contemplated by the Heads of Agreement. (4) Percent of class calculated based on an aggregate of 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in the Issuer's Registration Statement on Form F-3, filed March 18, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, $0.001 par value per share
(b)	Name of Issuer: Critical Metals Corp.
(c)	Address of Issuer's Principal Executive Offices: Maples Corporate Services (BVI) Limited, Kingston Chambers, Road Town, Tortola, VIRGIN ISLANDS, BRITISH , VG1110.
Item 1 Comment: The securities to which this Schedule 13D relates are the ordinary shares, $0.001 par value per share ("Ordinary Shares"), of Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the "Issuer"). The principal executive offices of the Issuer are located at Maples Corporate Services (BVI) Limited, Kingston Chambers, Road Town, Tortola, British Virgin Islands.
Item 2.	Identity and Background
(a)	Gregory Bennett Barnes Rimbal Pty Ltd.
(b)	Mr. Barnes mailing address is 10 Kilrush Place, Waterford WA 6152. Rimbal Pty Ltd.'s mailing address for its principal executive office is located at 47 Labouchere Road South Perth 6151, Australia
(c)	The principal business of Rimbal Pty Ltd. is mining exploration and evaluation. Gregory Bennett Barnes is the sole owner, officer, and director of Rimbal Pty Ltd.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Barnes is a citizen of Australia. Rimbal Pty Ltd. is a corporation incorporated under the laws of Australia.
Item 3.	Source and Amount of Funds or Other Consideration
	On April 29, 2026, the Issuer and Rimbal completed closing procedures contained within the Heads of Agreement, including, among other things, the issuance of 14,500,000 Ordinary Shares to Rimbal in exchange for the Issuer receiving an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S.
Item 4.	Purpose of Transaction
	The information set forth in or incorporated by reference in item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. Other than as described above, Rimbal was granted the right to appoint a nominee director to the Issuer's board of directors pursuant to the Heads of Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate amount of Ordinary Shares beneficially owned by the Reporting Person is comprised of 14,509,449 Ordinary Shares, including 14,500,000 Ordinary Shares acquired from the Issuer on April 29, 2026 in connection with the transactions contemplated by the Heads of Agreement, which equates to 11.5% of the outstanding Ordinary Shares based on an aggregate of 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in the Issuer's Registration Statement on Form F-3, filed March 18, 2026.
(b)	Gregory Bennett Barnes (a) Sole Voting Power: 0 (b) Shared Voting Power: 14,509,449 (c) Sole Dispositive Power: 0 (d) Shared Dispositive Power: 14,509,449 Rimbal Pty Ltd. (e) Sole Voting Power: 0 (f) Shared Voting Power: 14,509,449 (g) Sole Dispositive Power: 0 (h) Shared Dispositive Power: 14,509,449
(c)	The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
(d)	Certain affiliates of the Reporting Persons have the right to receive the proceeds from the sale of Ordinary Shares to which this Schedule 13D relates. The interests of these individuals do not relate to more than five percent of the Ordinary Share class (neither separately nor in aggregate).
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Amended and Restated Heads of Agreement. dated as of July 19, 2024, between Critical Metals Corp and Rimbal Pty Ltd. (incorporated by reference to Exhibit 1.1 to Critical Metals Corp.'s Form 6-K filed with the Securities and Exchange Commission on July 25, 2024). Amendment No. 1 to Amended and Restated Heads of Agreement, dated as of September 29, 2025 (incorporated by reference to Exhibit 4.27 to Critical Metals Corp.'s Form 20-F filed with the Securities and Exchange Commission on October 6, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gregory Bennett Barnes

Signature:	/s/ Gregory Bennett Barnes
Name/Title:	Gregory Bennett Barnes
Date:	05/06/2026

Rimbal Pty Ltd.

Signature:	/s/ Gregory Bennett Barnes
Name/Title:	Gregory Bennett Barnes, Director
Date:	05/06/2026