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Critical Metals Corp.

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Business Summary

Critical Metals Corp. is a mining exploration and evaluation company focused on critical metals and minerals, aiming to produce strategic products essential for electrification and next-generation technologies for Europe and its Western partners. The company's primary strategy involves acquiring, exploring, and developing unique and permitted critical metals mining assets that are expected to benefit from robust regulatory tailwinds in Europe and North America, as well as long-term secular trends in environmental, commercial, and government applications. The company operates with a holding company structure, incorporated in the British Virgin Islands, and conducts its operations through its subsidiaries .

The company's core business model is centered on the exploration and evaluation of mineral properties with the intention of locating economic deposits of Heavy Rare Earth Elements (HREEs) and other critical minerals. It aims to generate revenue through the future extraction and sale of these minerals, including lithium hydroxide and rare earths, and their byproducts. The business model is currently in the exploration and evaluation stage, with no operating history or revenues from mineral sales to date . The company's operating cash flow needs have been financed primarily through debt and equity raises .

Critical Metals Corp. has two primary projects: the Tanbreez Project in Southern Greenland and the Wolfsberg Project in Carinthia, Austria. The Tanbreez Project is a permitted, globally significant critical minerals asset expected to supply HREEs to customers in the western hemisphere for next-generation commercial products and defense industries. It is notable for its high concentration of HREEs, expected to be greater than 27% of Total Rare Earth Oxides (TREO), and extremely low levels of uranium and thorium, which enhances its environmental and political viability . The project has an exploitation license granted by the Greenland Government in 2020 for an initial 500,000 tonnes per annum and covers an area of 1,800 hectares . The Wolfsberg Project is located in a region supportive of the growing European lithium battery and electric vehicle (EV) industry, boasting strong local infrastructure and proximity to planned giga factories. It comprises 54 exploration licenses covering a total area of 1,133 hectares and a mining license over 20 mining areas occupying 86.7 hectares . The company holds a 42% interest in the Tanbreez Project and a 20% interest in the Weinebene and Eastern Alps Lithium Projects in southern Austria .

For the fiscal year ended June 30, 2025, Critical Metals Corp. reported total assets of $171.7 million and total liabilities of $79.8 million . The company incurred a net loss after income tax of $51.9 million . Cash and cash equivalents stood at $7,297,328 . Key non-current assets included an investment in equity accounted joint venture of $107,856,418 and deferred exploration and evaluation expenditure of $39,712,591 . Current liabilities included trade and other payables of $17,971,783 and warrants liability of $40,919,123 . The company's total equity was $91.9 million .

Comparing the fiscal year ended June 30, 2025, to the year ended June 30, 2024, the company's total assets increased from $59.3 million to $171.7 million , primarily due to a significant increase in investment in equity accounted joint venture from $5.0 million to $107.9 million . Total liabilities increased from $70.4 million to $79.8 million , driven by an increase in warrants liability from $37,864,064 to $40,919,123 . The net loss after tax decreased from $139,446,204 in 2024 to $51,871,823 in 2025. Other income increased by $443 thousand , or 376% , to $560 thousand . Foreign exchange shifted from a $42 thousand gain in 2024 to a $1,183 thousand loss in 2025. Consultants expenses increased by $10,955 thousand , or 792% , to $12,338 thousand . Share-based payments increased by $29,959 thousand , or 4,926% , to $30,566,894 . Finance costs decreased significantly by $29,363 thousand , or 98% , to $466 thousand due to the initial recognition of financial instruments in 2024. Listing expenses, which were $76.0 million in 2024, were nil in 2025. The company also recognized a gain on fair value of warrants of $50 thousand in 2025, compared to a loss of $20,623 thousand in 2024.

During the fiscal year ended June 30, 2025, Critical Metals Corp. made several significant operational developments. On September 29, 2025, the company entered into Amendment No. 1 to the Amended and Restated Heads of Agreement with Rimbal, removing the obligation to invest $10 million in Tanbreez to receive the Stage 2 Interest and obligating the company to issue 14,500,000 Ordinary Shares to Rimbal for the Stage 2 Interest upon Greenlandic Mineral Resources Authority approval . On August 26, 2025, a non-binding letter of intent was signed with Ucore Rare Metals Inc. for a potential offtake agreement for up to 10,000 metric tons of rare earth concentrate from the Tanbreez Project, representing approximately 10% of its initial projected production . The company also received a non-binding letter of interest from the U.S. Export-Import Bank on June 16, 2025, contemplating up to $120 million for the Tanbreez Project's development . A private placement of ordinary shares and warrants was completed on February 7, 2025, raising aggregate gross proceeds of approximately US$24.6 million . Additionally, $2 million was received from the exercise of Private Warrants held by the Empery Funds on May 27, 2025 . The company commenced a 2000-meter resource diamond drilling program at the Tanbreez Project in July 2025 and discovered a significant amount of Gallium at 147 ppm Gallium Oxide Ga2O3 at Area G within the Tanbreez Project .

Business Outlook

Critical Metals Corp. anticipates materially increasing its capital expenditures to support the growth in its business and operations, with future capital requirements for the development and construction of the Wolfsberg Project and Tanbreez Project expected to be financed primarily through project financing arrangements . The company expects to complete another definitive feasibility study (DFS) for spodumene production at the Wolfsberg Project, subject to additional funding, with completion anticipated approximately 8-10 months after finance availability, around 2025 . Commercial production at the Wolfsberg Project is expected to commence in 2028 or 2029 , contingent on the DFS results . For the Tanbreez Project, the company expects to complete a definitive feasibility study by the end of 2025 .

Major growth vectors for the company include the development of the Tanbreez Project as a reliable western world supplier of rare earths and other critical metals and minerals, particularly HREEs, to advance next-generation technology in environmental, commercial, and government applications . The Tanbreez Project is expected to supply REEs to customers in the western hemisphere to support the production of a wide range of next-generation commercial products, as well as demand from the defense industry . The project is positioned to benefit from robust regulatory changes in Europe and North America, aiming to centralize the supply chain for critical metals and reduce dependence on foreign imports . The Preliminary Economic Assessment (PEA) for the Tanbreez Project, issued on March 31, 2025, projects a Net Present Value (NPV) of approximately US$3 billion (ranging from US$2.8 Billion to 3.6 Billion at discount rates of 15% and 12.5% , respectively, before tax) with an internal rate of return of approximately 180% . Initial production is planned for approximately 85,000 tonnes per annum (tpa) of rare earth elements, scalable to approximately 425,000 tpa with modular expansion . The project has a granted exploitation license through to 2050 and features low radioactivity mineralization and an ESG-aligned development path .

Another significant growth area is the Wolfsberg Project, which aims to be a producer of performance lithium compounds for the electric vehicle industry . The company's strategic collaboration with Obeikan Investment Group to build and operate a hydroxide plant in Saudi Arabia is expected to reduce the company's cost to build and operate such a plant on its own, and once operational, the plant is anticipated to significantly reduce energy costs and deliver savings in operating and capital expenditures related to the Wolfsberg Project . The Wolfsberg Project Zone 1 will sell lithium spodumene concentrate to the joint venture company, Arabian New Energy Company ("NewCo"), over the life of the current resources at a reduced rate, with a floor and ceiling price, subject to final agreement .

Operationally, the company expects both its capital and operating expenditures to increase significantly as it continues to work on the DFS for the Wolfsberg Project, conducts geological, geochemical, engineering, environmental impact, and socio-economic studies for the Tanbreez Project, prepares the Regulation SK-1300 report for Tanbreez, commences exploration activities in Zone 2 of Wolfsberg and at Tanbreez, enters into financing arrangements, and operates as a public company . The company is also conducting strategic metallurgical concentrate laboratory test work on Gallium from the Tanbreez Project, with confirming assay results from the concentrates expected to be published in October 2025 .

Regarding capital allocation, the company plans to use funds raised from the private placement and warrant exercises for developing plans for both the Tanbreez Project and Wolfsberg Project and for general corporate and working capital purposes . The U.S. Export-Import Bank's non-binding letter of interest contemplates providing up to $120 million for the development of the Tanbreez Project . The company does not anticipate completing a draw down on the GEM Agreement, which permits drawing up to $125 million of gross proceeds, prior to its expiration .

The company explicitly flagged several structural headwinds and execution risks. Its long-term success depends on the continued growth of demand for specialty magnets, aircraft avionics, missile guidance systems, drone components, other advanced weapons systems, and the electric vehicle industry . The market for such technologies is relatively new, rapidly evolving, and could be affected by factors such as volatility of global markets, supply chain disruptions, foreign government interventions, environmental impacts, high production costs, inflation, changes in legislation, and anti-mining movements . For lithium-based products, growth is dependent on consumer adoption of electric vehicles, which is influenced by government regulations, tax incentives, perceptions about EV features, competition, volatility in material costs, and the emergence of substitute products or new battery technologies . The company's ability to negotiate and enter into binding offtake or sales agreements on commercially viable terms is crucial, as it currently has no revenue or definitive off-take or sales agreements in place, other than the lithium Offtake Agreement with BMW . The advance payment of US$15.0 million from BMW is secured by a bank guarantee and is not yet freely accessible, with access subject to certain conditions .

Risk Factors

Critical Metals Corp. faces substantial risks, including its current liquidity resources raising substantial doubt about its ability to continue as a going concern unless additional capital is raised . The company operates in the mining exploration and evaluation industry, with the Tanbreez Project and Wolfsberg Project at the exploration and evaluation stage, and there are no guarantees of subsequent development into operating mines or commercial extraction of mineral deposits . The company's long-term success depends on implementing its business strategy, generating revenues, achieving profitability, and developing positive cash flows from mining activities, which is subject to risks such as significant decreases in market prices of HREEs, lithium, and other critical metals, difficulties in marketing and selling products, higher than expected capital and extraction costs, and significant delays or stoppages of mineral extraction . The mining industry is capital intensive, and the company may be unable to fund its capital requirements or meet contractual commitments . Adverse global conditions, including macroeconomic slowdowns, recessions, inflation, increasing interest rates, and geopolitical instability (such as the Russian-Ukraine conflict, the conflict in Israel, and Houthi disruptions in the Red Sea), may negatively impact financial results and cause supply chain disruptions . The company is exposed to possible litigation risks, including mining permit disputes, environmental claims, occupational health and safety claims, and employee claims . Specifically, the company is involved in arbitration proceedings with the GEM Investor, who is seeking a cash payment of $3,500,000 and ordinary shares having a value equal to $27,200,000 , plus interest, under the GEM Agreements . The outcome of this arbitration is uncertain, and a negative outcome could require substantial payments or the issuance of a material amount of ordinary shares . The company's information technology and data security infrastructure is vulnerable to disruption, damage, or failure from cyberattacks, which could impair business operations, lead to financial losses, and regulatory or legal exposure .

Management Priorities

Management's message to shareholders emphasizes the company's focus as a mining exploration and evaluation company dedicated to critical metals and minerals, aiming to produce strategic products essential for electrification and next-generation technologies for Europe and its Western partners. The overall tone highlights the company's primary strategy to acquire, explore, and develop unique and permitted critical metals mining assets that are expected to benefit from robust regulatory tailwinds in both Europe and North America, and long-term secular trends for next-generation technology in environmental, commercial, and government applications. Management explicitly states that the foundational assets are the Wolfsberg lithium assets in Austria and the Tanbreez rare earths deposit in Greenland. The company's strategic priorities include developing a low-cost, highly sustainable source of lithium hydroxide manufactured from spodumene concentrate to provide European battery and EV manufacturers with improved continuity of supply and reduced dependence on Chinese manufacturers, while also helping them meet environmental commitments. Additionally, management intends to focus efforts on rare earths and critical metals and minerals to produce strategic products essential for a transition to sustainable low carbon emission technologies for Europe and its western world partners, believing this approach will position the company as one of the most sustainable, cost-effective, and strategic minerals suppliers globally. Management also plans to seek to acquire assets and operations that are strategic and complementary to existing operations, which may include acquisitions or investments in complementary companies, assets, mines, products, or technologies, including in other rare earth elements and minerals. The company expects to complete a definitive feasibility study for the Tanbreez Project by the end of 2025 .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 4, Information on the Company - History and Development of the Company
  2. [2] Item 3, Key Information - Risk Factors - Our future performance is difficult to evaluate because we have a limited operating history in the mining, energy and resources sector, including in the battery metals industry.
  3. [3] Item 3, Key Information - Risk Factors - Our future performance is difficult to evaluate because we have a limited operating history in the mining, energy and resources sector, including in the battery metals industry.
  4. [4] Item 4, Information on the Company - Business Overview - BUSINESS - Overview
  5. [5] Item 4, Information on the Company - Business Overview - BUSINESS - Overview
  6. [6] Item 4, Information on the Company - Business Overview - Overview of our Projects - The Tanbreez Project
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  30. [30] Item 5, Operating and Financial Review and Prospects - Results of Operations - Comparison of Years ended June 30, 2025, 2024 and 2023
  31. [31] Item 5, Operating and Financial Review and Prospects - Results of Operations - Comparison of Years ended June 30, 2025, 2024 and 2023
  32. [32] Item 5, Operating and Financial Review and Prospects - Results of Operations - Year Ended June 30, 2025 Compared to Year Ended June 30, 2024
  33. [33] Item 5, Operating and Financial Review and Prospects - Results of Operations - Year Ended June 30, 2025 Compared to Year Ended June 30, 2024
  34. [34] Item 5, Operating and Financial Review and Prospects - Results of Operations - Comparison of Years ended June 30, 2025, 2024 and 2023
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  41. [41] Item 5, Operating and Financial Review and Prospects - Results of Operations - Year Ended June 30, 2025 Compared to Year Ended June 30, 2024
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  54. [54] Item 5, Operating and Financial Review and Prospects - Recent Developments - Ucore Letter of Intent
  55. [55] Item 5, Operating and Financial Review and Prospects - Recent Developments - U.S. Export-Import Bank Letter of Interest
  56. [56] Item 5, Operating and Financial Review and Prospects - Recent Developments - U.S. Export-Import Bank Letter of Interest
  57. [57] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - PIPE Financing
  58. [58] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Sources and Uses of Liquidity
  59. [59] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Sources and Uses of Liquidity
  60. [60] Item 3, Key Information - Risk Factors - The mining industry is capital intensive, and we may be unable to fund our capital requirements or meet contractual commitments.
  61. [61] Item 4, Information on the Company - Business Overview - Geological Exploration Drilling
  62. [62] Item 4, Information on the Company - Business Overview - Discovery of Gallium
  63. [63] Item 4, Information on the Company - Business Overview - Discovery of Gallium
  64. [64] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Commitments
  65. [65] Item 5, Operating and Financial Review and Prospects - Factors that May Influence Future Results of Operations - Timing of Current Projects and Future Geographic and Product Expansion
  66. [66] Item 5, Operating and Financial Review and Prospects - Factors that May Influence Future Results of Operations - Timing of Current Projects and Future Geographic and Product Expansion
  67. [67] Item 4, Information on the Company - Business Overview - BUSINESS - Overview
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  69. [69] Item 5, Operating and Financial Review and Prospects - Factors that May Influence Future Results of Operations - Timing of Current Projects and Future Geographic and Product Expansion
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  72. [72] Item 4, Information on the Company - Business Overview - Overview of the Tanbreez Project
  73. [73] Item 4, Information on the Company - Business Overview - Preliminary Economic Assessment
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  82. [82] Item 3, Key Information - Risk Factors - We are substantially dependent on the continued growth of the demand for specialty magnets, aircraft avionics, missile guidance systems, drone components, other advanced weapons systems, the electric vehicle industry and other industries focused on the transition toward next-generation technology in environmental, commercial and government applications.
  83. [83] Item 4, Information on the Company - Business Overview - Strategic Collaboration between the Company and Obeikan Investment Group
  84. [84] Item 4, Information on the Company - Business Overview - Strategic Collaboration between the Company and Obeikan Investment Group
  85. [85] Item 5, Operating and Financial Review and Prospects - Factors that May Influence Future Results of Operations - Timing of Current Projects and Future Geographic and Product Expansion
  86. [86] Item 4, Information on the Company - Business Overview - Discovery of Gallium
  87. [87] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - PIPE Financing
  88. [88] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Sources and Uses of Liquidity
  89. [89] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Sources and Uses of Liquidity
  90. [90] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Sources and Uses of Liquidity
  91. [91] Item 5, Operating and Financial Review and Prospects - Liquidity and Capital Resources - Sources and Uses of Liquidity
  92. [92] Item 3, Key Information - Risk Factors - We are substantially dependent on the continued growth of the demand for specialty magnets, aircraft avionics, missile guidance systems, drone components, other advanced weapons systems, the electric vehicle industry and other industries focused on the transition toward next-generation technology in environmental, commercial and government applications.
  93. [93] Item 3, Key Information - Risk Factors - We are substantially dependent on the continued growth of the demand for specialty magnets, aircraft avionics, missile guidance systems, drone components, other advanced weapons systems, the electric vehicle industry and other industries focused on the transition toward next-generation technology in environmental, commercial and government applications.
  94. [94] Item 3, Key Information - Risk Factors - We are substantially dependent on the continued growth of the demand for specialty magnets, aircraft avionics, missile guidance systems, drone components, other advanced weapons systems, the electric vehicle industry and other industries focused on the transition toward next-generation technology in environmental, commercial and government applications.
  95. [95] Item 3, Key Information - Risk Factors - Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms.
  96. [96] Item 3, Key Information - Risk Factors - Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms.
  97. [97] Item 3, Key Information - Risk Factors - Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms.
  98. [98] Item 3, Key Information - Risk Factors - Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital to meet our obligations in the near term.
  99. [99] Item 3, Key Information - Risk Factors - Our business operates in the mining exploration and evaluation industry. The Tanbreez Project and the Wolfsberg Project are each at the exploration and evaluation stage, and there are no guarantees that further development of these projects into mines will occur or that such development will result in the commercial extraction of mineral deposits.
  100. [100] Item 3, Key Information - Risk Factors - Our long-term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from our mining activities.
  101. [101] Item 3, Key Information - Risk Factors - The mining industry is capital intensive, and we may be unable to fund our capital requirements or meet contractual commitments.
  102. [102] Item 3, Key Information - Risk Factors - Adverse global conditions, including macroeconomic slowdowns and recessions, and geopolitical instability, may negatively impact our financial results.
  103. [103] Item 3, Key Information - Risk Factors - We are exposed to possible litigation risks, including mining permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims.
  104. [104] Item 3, Key Information - Risk Factors - We are subject to risks from legal and arbitration proceedings, including those related to the GEM Agreements, that may prevent us from pursuing our business activities or require us to incur additional costs in defending against claims or paying damages.
  105. [105] Item 3, Key Information - Risk Factors - We are subject to risks from legal and arbitration proceedings, including those related to the GEM Agreements, that may prevent us from pursuing our business activities or require us to incur additional costs in defending against claims or paying damages.
  106. [106] Item 3, Key Information - Risk Factors - We are subject to risks from legal and arbitration proceedings, including those related to the GEM Agreements, that may prevent us from pursuing our business activities or require us to incur additional costs in defending against claims or paying damages.
  107. [107] Item 3, Key Information - Risk Factors - We are subject to risks from legal and arbitration proceedings, including those related to the GEM Agreements, that may prevent us from pursuing our business activities or require us to incur additional costs in defending against claims or paying damages.
  108. [108] Item 3, Key Information - Risk Factors - Any unauthorized access to, disclosure, or theft of personal information we gather, store, or use could harm our reputation and subject us to claims or litigation.
  109. [109] Item 5, Operating and Financial Review and Prospects - Factors that May Influence Future Results of Operations - Timing of Current Projects and Future Geographic and Product Expansion

Analysis on 5/22/2026