Critical Metals Corp.

This filing supplies financial statements and pro forma figures for the Tanbreez purchase and the planned acquisition of European Lithium, and it discloses that on May 18, 2026 the company signed a binding Scheme Implementation Deed to buy all of European Lithium's shares and listed options through two interdependent Australian schemes of arrangement. This firms up the earlier non-binding letter of intent, but completion depends on conditions including a European Lithium shareholder vote and is expected in the second half of 2026. The visible exhibit shows European Lithium lost A$96.8M in the year to June 30, 2025; the pro forma figures were cut off and are not reported here.

business combination

On April 29, 2026 the company completed the Tanbreez step-up, issuing 14,500,000 ordinary shares to Rimbal for the remaining 50.5% and raising its stake from 42% to 92.5%. This resolves the open question of Greenland approval and the Rimbal share issuance flagged in September 2025, so that dilution has now occurred; the company must file a resale registration for those shares. European Lithium keeps 7.5%, and the company has also announced a non-binding letter of intent to acquire European Lithium, which would bring it to 100% of Tanbreez but is not guaranteed.

business combination

On October 15, 2025 the company agreed to sell an investor 1,470,000 ordinary shares plus a pre-funded warrant over 1,560,303 more shares (exercisable at $0.0001 each) for $50,000,000 in total, with closing expected October 16, 2025. This is new equity funding that adds shares for existing holders (the 14.5M Rimbal shares and note/warrant dilution remain separate). The company must file a resale registration within 30 days of closing and cannot issue additional shares or file certain registration statements for three months after that registration becomes effective. The filing does not say what the money will be used for.

asset acquisition disposition

On September 29, 2025 the company amended its Tanbreez agreement with Rimbal: the $10M investment condition is removed, and once Greenland's Mineral Resources Authority approves the transfer, the company must raise its stake from 42% to 92.5% by issuing 14,500,000 ordinary shares to Rimbal. This replaces the earlier plan of issuing shares worth $116M at the time (the company says 14.5M shares implies $8.00 a share), so the share count is now fixed and the deal is obligatory rather than optional, though still subject to Greenland approval. European Lithium keeps its 7.5%. For existing shareholders it means a known amount of dilution if approval comes.

business combination

On June 16, 2025 the company received a non-binding letter of interest from the US Export-Import Bank (EXIM) to consider lending up to $120 million over 15 years toward developing Tanbreez; the company describes it as non-dilutive. It is not a loan commitment: terms and closing conditions are still to be agreed and the filing says there is no guarantee it will happen. The company expects Tanbreez to need $290 million of capital spending to reach initial production, so this would cover part of that if it goes ahead.

debt financing

On March 31, 2025 the company released an independent preliminary economic assessment of Tanbreez, estimating a net present value of about US$3 billion (US$2.8-3.6 billion at 15% and 12.5% discount rates, before tax) and an internal rate of return of about 180%, based on the roughly 45 million ton resource. The company says it holds 42% of Tanbreez, plans to spend $10M on exploration by end-2025, and would then have the option to reach 92.5% by issuing shares worth $116M; a definitive feasibility study is expected by end-2025. These are projections from a preliminary study, not a funded plan.

resource reserve update

On March 12, 2025 the company obtained its first formal US-standard (S-K 1300) technical report on the Tanbreez rare earth project in Greenland, prepared by Agricola Mining Consultants. It estimates a resource of about 45 million metric tons at 0.4% total rare earth oxides, roughly 27% of it heavy rare earths, within a 4.7 billion ton host rock. The company says it expects a further phase of verification work in Q2 2025, a preliminary economic assessment, and a definitive feasibility study by year-end 2025. This is the first independent resource figure for the project the company has been moving to acquire, and the plans are expectations, not completed work.

resource reserve update

On January 21, 2025 the board approved a bitcoin treasury strategy and the company signed an agreement allowing it to issue up to $500 million of senior convertible notes, with $100 million in a first tranche expected to close around February 2025 (not guaranteed). Notes convert at $6.00 per share; the lead investor gets 1,000,000 commitment shares and warrants over 14,285,714 shares at $7.00, so existing shareholders face potential dilution if the notes are converted or warrants exercised. The notes are secured mainly on the cash raised and any bitcoin bought, bitcoin purchases are allowed only if several conditions are met (including a market cap above $820 million), and the company must file a resale registration statement for the investors' shares.

business combination

On July 9, 2024 the company accepted European Lithium's (its majority shareholder) share of a joint venture with Obeikan Group, signing a shareholders agreement for a 50/50 lithium hydroxide plant in Saudi Arabia to process spodumene concentrate from Wolfsberg. The new company, Arabian New Energy, is not yet incorporated and needs Saudi regulatory approval; supply price terms (a reduced rate with a floor and ceiling) are still subject to final agreement. The release says funding for the plant is to come from within Saudi Arabia, and the company plans to update the feasibility study and secure construction funding over the next several quarters; European Lithium held 83.03% of Critical Metals shares.

joint venture update

On June 5, 2024 the company signed a binding heads of agreement with Rimbal Pty Ltd (controlled by Gregory Barnes) to buy up to 92.5% of the Tanbreez rare earth project in Greenland, valued at $211 million, in stages. First it would pay $5 million cash for 5.55%, then issue $90 million of new shares for another 36.45%, and, after spending a further $10 million cash over two years, could issue $116 million of shares for another 50.5%; European Lithium keeps the remaining 7.5%. The filing says closing terms are still to be agreed and there is no guarantee the stages will happen, so this is a proposed deal that would add a second project and issue new shares if completed.

business combination

The merger with Sizzle Acquisition Corp. closed on February 27, 2024, making Critical Metals Corp. a Nasdaq-listed company; its shares and public warrants start trading on February 28, 2024 as CRML and CRMLW. The Wolfsberg lithium project in Austria is described as its initial flagship asset, the company also owns a 20% interest in other Austrian mineral projects previously held by European Lithium, and the same management (Tony Sage as Executive Chairman, Dietrich Wanke as CEO) is expected to stay on. A $10 million investment from three PIPE investors is mentioned, and the company says it expects to raise more funds for Wolfsberg.

business combination