Critical Metals SEC Filings

Critical Metals Corp. filed a second amendment to its annual report to overhaul disclosures on the Tanbreez Rare Earth Project, add detailed exploration controls, and replace the prior technical report summary. The updated report keeps reported Tanbreez mineral resources unchanged.

As of June 30, 2025, the company held a 42% interest in Tanbreez; following Greenlandic approval, this rose to 92.5% on April 29, 2026, with European Lithium retaining 7.5%. The Tanbreez Project’s book value was US$36.1 million.

A Preliminary Economic Assessment cited an expected Tanbreez project Net Present Value of about US$3 billion (US$2.8–3.6 billion before tax at 15–12.5% discount rates) and an internal rate of return of roughly 180%, based on 44.97 million metric tons of indicated and inferred rare earth resources. The Greenland government extended key exploitation license deadlines to 2028, and Critical Metals highlighted new internal controls involving independent Qualified Persons and QA/QC processes.

The amendment also describes discovery of gallium mineralization at 147 ppm gallium oxide and ongoing metallurgical testing, alongside plans for a 500,000 ton-per-year mining and processing operation, subject to further studies, permitting and development.

Critical Metals Corp. has signed a binding Scheme Implementation Deed to acquire all shares and listed options of European Lithium Ltd. via two interdependent Australian schemes of arrangement.

European Lithium shareholders are to receive 0.035 Critical Metals shares for each European Lithium share, with listed options exchanged for Critical Metals shares based on the same ratio adjusted for each option’s exercise price and a 20‑day VWAP. Completion is subject to multiple conditions, including European Lithium maintaining at least AUD$330,000,000 in net cash and liquid assets, court and regulatory approvals, execution of cancellation deeds for unlisted options and ZEPOs, and absence of material adverse changes. The transaction will rely on a Section 3(a)(10) Securities Act exemption, requires no Critical Metals shareholder vote, and is targeted to close in the second half of 2026, with European Lithium’s scheme meeting expected in the third quarter of 2026.

Critical Metals Corp. has signed a binding Scheme Implementation Deed to acquire all shares and listed options of European Lithium Ltd. via two interdependent Australian schemes of arrangement.

European Lithium shareholders are to receive 0.035 Critical Metals shares for each European Lithium share, with listed options exchanged for Critical Metals shares based on the same ratio adjusted for each option’s exercise price and a 20‑day VWAP. Completion is subject to multiple conditions, including European Lithium maintaining at least AUD$330,000,000 in net cash and liquid assets, court and regulatory approvals, execution of cancellation deeds for unlisted options and ZEPOs, and absence of material adverse changes. The transaction will rely on a Section 3(a)(10) Securities Act exemption, requires no Critical Metals shareholder vote, and is targeted to close in the second half of 2026, with European Lithium’s scheme meeting expected in the third quarter of 2026.

Critical Metals Corp. ownership update: Alyeska Investment Group, L.P. and related filers report beneficial ownership of 10,185,416 Ordinary Shares (8.07%) as of March 31, 2026. The position comprises 185,416 Ordinary Shares and 10,000,000 Ordinary Shares issuable upon exercise of warrants. The filing cites 126,228,493 Ordinary Shares outstanding based on a Form F-3 dated March 18, 2026. The filing states that Anand Parekh disclaims beneficial ownership of shares held through Alyeska Master Fund, L.P.

Critical Metals Corp. ownership update: Alyeska Investment Group, L.P. and related filers report beneficial ownership of 10,185,416 Ordinary Shares (8.07%) as of March 31, 2026. The position comprises 185,416 Ordinary Shares and 10,000,000 Ordinary Shares issuable upon exercise of warrants. The filing cites 126,228,493 Ordinary Shares outstanding based on a Form F-3 dated March 18, 2026. The filing states that Anand Parekh disclaims beneficial ownership of shares held through Alyeska Master Fund, L.P.

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 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. 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. 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. 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. 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. 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. 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.