6-K - CRML - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Critical Metals Corp.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

(Address of principal executive office)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Explanatory Note

On March 13, 2026, Critical Metals Corp. (the “Company”) issued unaudited condensed consolidated financial statements for the half year ended December 31, 2025 and management’s discussion and analysis of financial condition and results of operations (the “MD&A”) for the half year ended December 31, 2025. A copy of the MD&A is attached hereto as Exhibit 99.1, and a copy of such unaudited condensed consolidated financial statements is attached hereto as Exhibit 99.2.

In addition, the Company is filing certain updated risk factor disclosure for the purpose of supplementing and updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 3.D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended June 30, 2025, filed with the Securities and Exchange Commission on October 6, 2025, as amended by Amendment No. 1 to Annual Report on Form 20-F, filed with the SEC on October 15, 2025. The supplemental updated risk factors are filed herewith as Exhibit 99.3.

The information furnished in Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-3 (File No. 333-293656), Form F-1 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the half year Ended December 31, 2025 and 2024.
99.2	Unaudited<br> Condensed Consolidated Financial Statements for the half year Ended December 31, 2025 and 2024.
99.3	Supplemental Risk Factors.
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

****	Critical Metals Corp.
	By:	/s/ Tony Sage
	Name:	Tony Sage
	Title:	Chief<br>Executive Officer and Executive Chairman
Date: March 13, 2026

Exhibit 99.1

MANAGEMENT’SDISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of ourfinancial condition and results of operations (the “MD&A”) should be read together with the unaudited condensed consolidatedfinancial statements and the related notes to those statements included as Exhibit 99.2 to this Report on Form 6-K submitted to the Securitiesand Exchange Commission, or the SEC, on March 13, 2026. We also recommend that you read our discussion and analysis of financial conditionand results of operations together with our audited financial statements and the notes thereto, which appear in our Annual Report on Form20-F for the year ended June 30, 2025, filed with the SEC on October 6, 2025, as amended by Amendment No. 1 to Annual Report on Form20-F, filed with the SEC on October 15, 2025 (the “2025 Annual Report”).

In this section,unless otherwise indicated or the context otherwise requires, the terms “we,” “our,” “us,” “CriticalMetals,” the “Company,” and “its” refer to Critical Metals Corp. and its consolidated subsidiaries. Alldollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.

Certain of the information contained in thisdiscussion and analysis or set forth elsewhere in this Report of Foreign Private Issuer, including information with respect to plansand strategy for the Company’s business, includes forward-looking statements that involve risks and uncertainties. As a resultof many factors, including those factors set forth in the section “Risk Factors” of our 2025 Annual Report and the otherdocuments filed, or to be filed, with the U.S. Securities and Exchange Commission, our actual results could differ materially from theresults described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefullyread the risks set out under the heading “Risk Factors” in our 2025 Annual Report and the other documents filed, or to befiled, the U.S. Securities and Exchange Commission to gain an understanding of the important factors that could cause actual resultsto differ materially from the Company’s forward-looking statements.

Operating andFinancial Review and Prospects

Overview ofBusiness

We are a mining development company focused on critical metals and minerals and producing strategic products essential to electrification and next-generation technologies as well as defense applications for Europe and its Western world partners. Our main efforts are focused on the development of the Tanbreez Project which is located in southern Greenland, as well as the Wolfsberg Project located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna. In addition, we hold a 20% interest in the Weinebene and Eastern Alps Lithium Projects

Our BusinessStrategy

Our primary strategy is to acquire, explore and develop unique and permitted critical metals mining assets that we expect will 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. Our foundational assets are the Tanbreez rare earths deposit in Greenland and Wolfsberg lithium assets in Austria. We expect to focus our 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, as well as developing a low cost, highly sustainable source of lithium hydroxide manufactured from spodumene concentrate, providing European battery and EV manufacturers improved continuity of supply, reducing their dependence on the battery supply from Chinese manufacturers, while also helping them meet their environmental commitments. In addition to the development of the Wolfsberg Project, we believe this approach will allow us to become one of the most sustainable, cost-effective and strategic minerals suppliers in the world, and further help potential customers achieve their important environmental, social and governance goals required by shareholders and regulatory agencies.

As part of our business strategy, we intend to seek to acquire assets and operations that are strategic and complementary to our existing operations. This may include acquisitions or investments in complementary companies, assets, mines, products or technologies, including in other rare earth elements and minerals. We may have opportunities to make acquisitions from third parties jointly with EUR, and in some cases, we may acquire assets or other operations directly from EUR or its affiliates. EUR has no obligation to sell any additional assets to us or to accept any offer that we may make for any additional assets, and we may decide not to acquire such additional assets even if EUR or an affiliate offers them to us.

We have in the past evaluated and pursued, and intend in the future to evaluate and pursue, rare earth-related assets and other critical metals assets that have characteristics and opportunities similar to our existing business lines and enable us to leverage our asset base, knowledge base and skill sets. Such acquisition efforts may involve participation by us in processes that have been made public and involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which we believe we are the only party or one of a limited number of potential buyers in negotiations with the potential seller. These acquisition efforts often involve assets which, if acquired, could have a material effect on our financial condition and results of operations. We typically do not announce a transaction until after we have executed a definitive acquisition agreement. Discussions and negotiations regarding a potential acquisition can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive acquisition agreement will be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition efforts will be successful. Although we expect the acquisitions we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized.

Recent Developmentsand Review of Operations

Tanbreez ProjectInvestment

On June 5, 2024, we entered into the Heads of Agreement with Rimbal Pty Ltd (“Rimbal”), pursuant to which we would acquire an interest in the Tanbreez Project. On June 18, 2024, pursuant to the Heads of Agreement, we acquired a 5.55% interest in Tanbreez in exchange for the payment of $5 million in cash to Rimbal. On July 23, 2024, pursuant to the Heads of Agreement, we acquired the Stage 1 Interest in Tanbreez in exchange for the issuance by us to Rimbal of approximately 8.4 million ordinary shares, bringing our total equity ownership in Tanbreez to 42%. During the period, funding advanced by us of US$7 million to Tanbreez was converted into equity increasing the ownership in Tanbreez to 42.005% at 31 December 2025. The ordinary shares were issued to Rimbal in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act.

On September 29, 2025, the Company entered into Amendment No. 1 to the Amended and Restated Heads of Agreement (“the HoA Amendment”) with Rimbal. The HoA Amendment, among other things, (i) removes the Company’s obligation to invest $10 million in Tanbreez to increase its ownership stake in Tanbreez to 92.5% and (ii) upon approval from the Greenlandic Mineral Resources Authority of Rimbal’s transfer of Tanbreez to the Company, obligates the Company to increase its ownership in Tanbreez from 42% to 92.5% in exchange for the issuance of 14,500,000 ordinary shares, par value $0.001 per share, of the Company (Ordinary Shares) to Rimbal. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company’s largest shareholder, European Lithium Limited. The transaction remains subject to Greenland governmental approval.

The Tanbreez mineralization is a highly fractionated Zr-Nb-Ta- REE, including HREE, deposit in the southern part of the Ilimaussaq intrusive complex in South Greenland. The Ilimaussaq intrusion is possibly the most differentiated deposit known globally to date, covering a potential area of 18 km long and 8 km wide, and of significant depth, that covers a portion of the Tanbreez tenement.

The commodities are hosted in the mineral eudialyte being concentrated in the kakortokite rock layer at the floor of the exposed intrusion. The kakortokite sequence outcrops over an area of 5.0 km by 2.5 km and has a total thickness of 270 m.

On June 23, 2025, the Company announced the commencement of resource drilling and extension diamond drilling programs for the Fjord deposit, Upper Fjord resource extension drilling and reconnaissance drilling in Area B at the Tanbreez Project. The drilling program consisted of 20 diamond drill holes with a total cumulative length of up to 3430m. These drilling programs were designed to optimize the resource for future production capacity and to extend the resource and mine life of the Tanbreez Project.

The 2024 and 2025 drilling programs were designed to test strike extensions of known mineralization and further refine the geological and mineralization models across the Lower Fjord and Upper Fjord Drilling Areas. The primary objectives of the programs were to support an upgrade of the Mineral Resource Estimate and to advance subsequent mine planning studies.

In 2024, a total of 13 diamond drill holes for 1,149.5 meters were completed by Critical Metals Corp. in November 2024. Drilling was predominantly vertical, with one angled hole designed to intersect sub-horizontal mineralized layers at true thickness in the Lower Fjord area. In addition, deep diamond drill hole K-24 was completed in the Upper Fjord area.

In 2025, a total of 20 diamond drill holes for 3,430 meters were completed by Critical Metals Corp. Drilling included both vertical and angled diamond drill holes designed to intersect sub-horizontal mineralized layers extending from the Upper Fjord into the Fjord area and Targets identified at Area B.

The Tanbreez Deposit is expected to play a significant role in the Company’s strategy for optimizing its mining operations and increasing throughput (the Tanbreez Project is currently licensed for 500,000 metric tons per year). The progress of these zones is a key milestone in the ongoing development of the project.

The growing gallium market, currently worth billions of dollars per year and expanding at an annual rate of approximately 20%, presents a valuable opportunity for the Company. Critical Metals Corp plans to investigate the mineralogy of the gallium in this zone and assess its potential as a viable by-product.

Extensive metallurgical laboratory and mineralogical scanning with petrophysical analysis collecting valuable datasets is underway and findings will be reported in the new year.

Exploitation License Extension

On October 15, 2024, we announced that the Greenland Government has granted an extension to certain deadlines under the Exploitation license of the Tanbreez Project (License No. 2020-54) 2028. Under the new amendment, Tanbreez Mining Greenland A/S is required to submit its exploitation and closure plans by June 30, 2026, provide financial security and a company guarantee by June 30, 2026, and commence the exploitation of minerals by the end of 2028. The Company has advanced the Section 77 and 80 filings with the Greenland Government regulator and continues to advance the Grant of License in Q1 and before the end of Q2 2026.

WolfsbergLithium Project

On December 2, 2024, the Wolfsberg Project received the decree from the Carinthian state government with confirmation that an Environmental Impact Assessment (EIA) is not required. The decree stipulates that given the Wolfsberg Project relates to underground mining where the surface area required by the above-ground facilities is less than 10 hectares, that the Wolfsberg Project is not subject to a full-scale environmental approval process as required by law. The decree fast-tracks the transition from exploration into mining operation from the environmental perspective and is an important and critical milestone moving towards operational readiness to become one of the first integrated European producers of battery-grade lithium hydroxide to BMW in Germany. In 2025, the decree has been appealed at the Austrian administrative court by third parties not related to the project. The court has delegated the decision-making back to the issuing authority at the state of Carinthia for reassessment.

The Wolfsberg Project has a binding long term supply agreement (LTA) with top tier European auto manufacturer BMW AG for the offtake of battery grade lithium hydroxide.

The Wolfsberg Project has completed, with the local energy supplier KELAG, the planning and technical layout of the energy supply corridor from the nearby municipality of Frantschach St Gertraud to the mine and concentrator site at the Weinebene. It is expected to commence building of the energy corridor in H1/2026 (dependent on KELAG). This was considered a significant milestone of the Company and represents the official project development in several stages from exploration towards operational readiness. Unfortunately, with the unexpected decision making by the Austrian administrative court the development of energy supply corridor has been put on hold until further notice by the company due to uncertainties in the timelines of the underlying approval process.

We continue to advance discussions for project financing for the Wolfsberg Project, as it approaches a build decision.

Joint Venturewith Obeikan Investment Group

On July 9, 2024, we accepted the assignment of EUR’s interest in the Joint Venture with Obeikan. In connection with such assignment, we and Obeikan entered into the Shareholders Agreement related to the Joint Venture. Effective on the same day, Obeikan agreed to ratify the Shareholders Agreement to form a joint venture with the Company related to the construction and development of a lithium hydroxide processing plant in the Kingdom of Saudi Arabia to process spodumene concentrate produced from the Wolfsberg Project.

Factors thatMay Influence Future Results of Operations

Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.

We are an exploration stage mining and development company focusing on the development of the Tanbreez Project which is located in southern Greenland, as well as of our wholly-owned Wolfsberg Project located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna.

We have declared mineral resources on our Wolfsberg Project but we have not yet begun to extract any mineral from the property. The exploration and development of the mineral deposits located at the Wolfsberg Project involves a high degree of financial risk and uncertainty. We have not commenced production in connection with the Wolfsberg Project and, consequently, we do not currently have any operating income or cash flows. Accordingly, we do not currently generate any revenues. Since the acquisition of the Wolfsberg Project in 2011, we have devoted most of our cash resources to the exploration and development of the Wolfsberg Project. As of December 31, 2025 and June 30, 2025, we have spent approximately $40.4 million and $39.7 million, respectively, in connection with our exploration and evaluation activities. For the half year ended December 31, 2025 and December 31, 2024 our cash expenditures were approximately $0.7 million and $0.5 million, respectively, in connection with our exploratory work and our evaluation of the Wolfsberg Project.

We are an exploration company focusing on the development of our recently acquired, and permitted, foundational asset, the Tanbreez Project, located in Southern Greenland, which is approximately 3km west of Narsaq, the Provincial Capital and 20 km to the south of the regional capital, Qaqortoq. The regional airport of Narsarsuaq is being moved to approximately 12 km south of the license. We have not begun to extract any minerals from the property. The exploration and development of the mineral deposits located at the Tanbreez Project involves a high degree of financial risk and uncertainty. We have not commenced production in connection with the Tanbreez Project and, consequently, we do not currently have any operating income or cash flows. Accordingly, we do not currently generate any revenues. As of December 31, 2025 and June 30, 2025, we have a carrying value of $114.0 million and $107.9 million, respectively in connection with the acquisition costs and our exploration and evaluation activities. For the half year ended December 31, 2025 and December 31, 2024 our cash expenditures were approximately $6.2 million and $0.7 million, respectively, in connection with our exploratory work and our evaluation of the Tanbreez Project.

Timing ofCurrent Projects and Future Geographic and Product Expansion

Our financial results and liquidity needs vary from quarter-to-quarter or year-to-year depending on the timing of:

●	the engagement<br> of our key consultants and suppliers;
●	the completion<br> of the DFS at the Wolfsberg Project focusing specifically on the mining mine/concentrator operations only, which is expected to occur<br> 8-10 months after finance availability;
---	---
●	Obtaining<br> project financing and/or other sources of capital for the exploration and evaluation of the Wolfsberg Project in Austria and the<br> Tanbreez Project in Greenland;
---	---
●	the development<br> and construction of mine and plant at the Wolfsberg Project;
---	---

●	the commencement<br> of production at the Wolfsberg Project, which is expected to occur in 2028 or 2029, subject to the results of the<br> completed DFS;
●	completion<br> of the exploration and drilling program for the Project Tanbreez in Greenland;
---	---
●	completion of the geological, geochemical, engineering studies, Environmental Impact assessment and Socio-Economic Studies for Project Tanbreez in Greenland;
---	---
●	conduct<br> the work required to prepare the definitive feasibility study for the Tanbreez Project;
---	---
●	Satisfaction of the Greenland government’s extension of certain deadlines under the Exploitation license of the Tanbreez Project (License No. 2020-54) 2028, such as (i) submission of an exploitation and closure plans to the Greenland government by June 30, 2026, (ii) providing financial security and a company guarantee by June 30, 2026, and (iii) commencing the exploitation of minerals by the end of 2028; and
---	---
●	the future<br> development and construction of the mine and processing facilities at the Tanbreez Project in Greenland.
---	---

Additionally, we expect both our capital and operating expenditures will increase significantly in connection with our ongoing activities, as we:

●	hire additional<br> personnel;
●	continue<br> to work on the completion of the DFS for the Wolfsberg Project;
---	---
●	conduct<br> geological, geochemical, engineering studies, Environmental Impact assessment and Socio-Economic Studies for Project Tanbreez in<br> Greenland;
---	---
●	commence<br> exploration activities in Zone 2 of the Wolfsberg Project; and
---	---
●	enter<br> into financing and project financing arrangements in connection with the further exploration and any future development of the Wolfsberg<br> Project and Tanbreez Project; and
---	---

IndustryGrowth

Our financial profile is associated with several secular trends in the mining industry. Demand for our product is, in part, driven by the growth of our underlying end markets and how much capital our customers invest to support their businesses. We are also impacted by the global supply and demand for lithium, rare earths and critical minerals and metals products.

Our ability to generate revenue is sensitive to rapidly changing consumer preferences and industry trends, as well as the popularity of consumer products using lithium products, such as electric vehicles. In December 2022, we entered a long-term Offtake Agreement with BMW, pursuant to which BMW will purchase battery grade lithium hydroxide produced by the Wolfsberg Project. We believe that we are well-positioned at the intersection of key long-term macro trends, however, changes in inflationary pressures, commodity prices, energy costs, changes in legislative environment or global industry trends could result in significant fluctuations towards the path of production.

Market andEconomic Conditions

Our business depends on the economic extraction of lithium from the Wolfsberg Project and other critical metals and minerals from our other projects, including the Tanbreez Project, and the sale of products to our offtake partners. Many factors related to the economic extraction of lithium, including economic conditions affecting disposable consumer income and ultimate demand for consumer items that rely on the production of lithium products, unemployment levels, fuel prices, interest rates, inflationary pressures, changes in tax rates and tax laws that impact companies or individuals and inflation, can impact our operating results.

Seasonality

The Wolfsberg Project is located in Wolfsberg, Austria. While the seasonal impact is minimal, the timing for the execution of some exploration activities is impacted as a result of the winter conditions experienced in that region.

The Tanbreez Project is located in Southern Greenland. Greenland is often considered “ground zero” for the climate crisis because even small shifts in temperature can have outsize impacts across the entire Arctic region. Logistics, exploration and future mining activities could be largely impacted by severe weather conditions, including but not limited to storms, sea ice movements etc.

At a regional scale the weather in South Greenland is mainly influenced by the North American continent and the North Atlantic Ocean. But the local climate is also heavily influenced by the Greenland Inland Ice. Another key factor is the all year round low sea surface temperature which is causing the South Greenland waters and coasts to be part of the arctic zone with summer temperatures below 10 degree C. Further inland, the weather type is more of a continental type and in South Greenland average summer temperatures can locally exceed the 10 degree threshold, which limit the arctic region. Gale force winds (above 13.8 m/s) are common in South Greenland in particular in winter. Sea ice, originating from glaciers, sometimes enters the fjords and could also have an impact on the operations.

Impact ofInflation

The COVID-19 pandemic and the outbreak of war in the Ukraine and Middle East led to problems in global supply chains which caused supply bottlenecks in many sectors of the economy. The principal factors contributing to the inflationary pressures that have been experienced or will be experienced include but are not limited to Europe’s supply chain for critical materials, such as energy (gas and electricity) and reagents.

We may continue to experience inflationary pressures in the future, particularly after the Wolfsberg Project has commenced production. In order to combat inflation before the Wolfsberg Project begins producing, we may take certain actions such as monitoring operating expenses, limiting headcount, and implementing other measures we deem beneficial to minimize inflationary pressures and avoid unnecessary costs.

Risks Associatedwith Future Results of Operations

Please refer to the discussion of the Risk Factors in the Company annual report on Form 20-F filed with the Securities and Exchange Commission on October 3, 2025 and as amended on October 6, 2025.

Presentationof Financial Information

Our condensed consolidated financial statements for the half year ended December 31, 2025 and our audited financial statements for the year ended June 30, 2025 were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Statement ofFinancial Position

FinancialPosition as of December 31, 2025, and June 30, 2025

The following table summarizes our condensed consolidated statement of financial position as of December 31, 2025 June 30, 2025. All amounts are shown in U.S. dollars.


ASSETS
Current Assets
Cash and cash equivalents
Other receivables, net
Prepaid expenses
Total Current Assets
Non-Current Assets
Restricted cash and other deposits
Property, plant and equipment, net
Inventory, net
Deferred exploration and evaluation expenditure
Investment in joint venture
Investment in associate
Right of use asset, net
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables, net
Provisions
Lease liability
Funding from related party
Warrants liability
Total Current Liabilities
Non-Current Liabilities
Offtake prepayment
Lease liability
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Unissued Capital
Reserves
Accumulated deficit	)	)
TOTAL EQUITY

All values are in US Dollars.

Assets

Total assets as of December 31, 2025 and June 30, 2025 were $267.3 million and $171.7 million, respectively, comprised primarily of cash ($80.9 million), exploration and evaluation in the development of the Wolfsberg Project ($40.4 million), advance payment from BMW received under the off-take agreement ($15.0 million), inventory held in the form of ultra-high-grade copper powder ($15.8 million) as well as investment in Tanbreez Mining Greenland A/S ($114.0 million ).

Liabilities

Total liabilities as of December 31, 2025 and June 30, 2025 were $123.4 million and $79.8 million, respectively, primarily from the Company’s warrant liabilities ($81.6 million). Bank guarantee secured against the advance payment from BMW ($15.0 million) and trade payables arising from the ordinary course of business ($24.4 million).

Equity

Total equity as of December 31, 2025 and June 30, 2025 were $143.9 million and $91.9 million, respectively, primarily from capital contributions the Company’s parent and third-party investors, foreign currency translation reserve arising on translation from functional currency to presentation currency and retained earnings (results of the operations).

A.	Componentsof Our Results of Operations

Other income

Our other income includes grants received for European Union projects which ECM Lithium is participating in and interest on BMW funds on deposit.

Foreign exchange

Foreign exchange expenses include exchange differences on translation of foreign operations include the differences between the currency of the primary economic environment in which we operate and the currency presented in our financial statements in accordance with our accounting policy.

Consultantsand professional services expenses

Our consultants and professional services expenses include legal fees, investor relations consultants, taxation advisors and company secretarial advisors’ expenses incurred during the period. See note 4 to condensed consolidated financial statements for a description and breakdown of our consultants and professional services expenses.

Travel andentertainment

Our travel and entertainment expenses relate to travel and entertainment expenses incurred by the Company’s management and directors in the performance of their duties on behalf of the Company.

Directors’fees

Our directors’ fees include compensation to the members of the board of directors of the Company.

Share basedcompensation

Our share-based compensation relates to the expense of the current period attributable to the Company’s share grants to its directors, executives and senior management.

Complianceand regulatory fees

Our compliance and regulatory fees relate primarily to the fees paid to the SEC in the Business Combination, the Company’s PCAOB audits and costs related to filing public reports and forms with the SEC.

Administrativeexpenses

Our administrative expenses include membership and subscriptions, seminars and conferences and IT support.

Promotion,IR and PR expenses

Our administrative expenses include promotional expenses, and payments made to the Company’s investor relations and PR consultants and or incurred by the Company related to such activities.

Insurance

Our insurance represents expense primarily related to the director and officers (D&O) insurance program put in place by the Company for its Board of Directors and executives.

Finance costs (income)

Finance costs include impact of the initial recognition of the Company’s warrant liabilities, fees arising from the Company’s agreement with GEM, as well other bank fees, interest expense, interest expense on leased assets and other finance costs. See note 4 to our condensed consolidated financial statements for a description and detailed breakdown of our finance costs.

Listing costs

Our listing costs represent expenses related to the resolution of the previously disclosed contingencies associated with the agreements entered into by the Company in connection with the initial listing of the Company on the Nasdaq.

Depreciationexpenses

Depreciation expenses are primarily attributed to office equipment. See note 10 to our condensed consolidated financial statements for a description of our depreciation expenses.

Depreciationexpenses — leased asset

Depreciation expenses — leased asset relates to the lease of the office located near the Wolfsberg Project.

Share ofnet profits of associate

Share of the net profit/(loss) of our 20% interest in the Weinebene and Eastern Alps Lithium Projects during the period.

Explorationexpenditure expensed

Our exploration expenditures expenses represent costs incurred in for the geological due diligence for the Company’s projects.

Gain/(Loss)on fair value of warrants

Our gain/(loss) on fair value of warrants includes changes in the fair value of the Company’s liability for the warrants issued to investors and well as gain arising upon exercise of a portion of such warrants.

Share ofnet profit/(loss) of JV accounted for using the equity method

Share of the net profit/(loss) of our 42.005% interest in the Tanbreez Project during the period.

Other expenses

Other expenses consist of smaller expenses not categorized elsewhere and local taxes.

B.	Resultsof Operations

Comparisonof Half Years ended December 31, 2025 and 2024

The following table summarizes our condensed consolidated statement of profit or loss and other comprehensive loss for the half year ended December 31, 2025 and 2024. All amounts are shown in U.S. dollars.


Continuing operations
Other income				58	%
Foreign exchange	)		)	(109	%)
Consultants and professional services expenses	)	)	)	362	%
Travel and entertainment	)	)	)	12	%
Directors’ fees	)	)		(33	%)
Share based payments to directors and management	)	)	)	4	%
Compliance and regulatory fees	)	)	)	125	%
Administration expenses	)	)		(9	%)
Promotion, IR and PR expenses	)	)	)	547	%
Insurance	)	)		(22	%)
Finance (costs)/income	)		)	(9,436	%)
Listing costs	)		)	100	%
Depreciation expense	)	)		(12	%)
Depreciation expense – leased assets	)	)	)	8	%
Share of net profits of associate			)	(2	%)
Gain on derecognition of warrants				100	%
Loss on extinguishment of liability	)		)	100	%
Exploration expenditure expensed		)		(100	%)
(Loss)/gain on fair value of warrants	)		)	(5,140	%)
Share of net profits of JV accounted for using the equity method			)	(65	%)
Other expenses	)	)	)	(1,032	%)
Loss before income tax	)	)	)	536	%
Income tax expense				100	%
Loss after tax	)	)	)	536	%
Other comprehensive income, net of income tax
Items that will be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations	)	)		(99	%)
Other comprehensive loss for the period, net of income tax	)	)		(99	%)
Total comprehensive loss for the period	)	)	)	485	%

All values are in US Dollars.

Other Income

Other income increased $208 thousand, or 58%, to $567 thousand for the half year ended December 31, 2025 compared to $360 thousand for the half year ended December 31, 2024 as a result of interest received on BMW funds on deposit.

Foreign exchange

Foreign exchange increased $999 thousand, or 109%, to a $85 thousand loss for the half year ended December 31, 2025 compared to a $913 thousand gain for the half year ended December 31, 2024 due to fluctuations in the currency exchange markets in the respective periods.

Consultantsand professional services expenses

Consultants and professional services expenses increased $3,518 thousand, or 362%, to $4,490 thousand for the half year ended December 31, 2025 compared to $972 thousand for the half year ended December 31, 2024. The increase relates to engagement of consultants.

Travel and Entertainment

Travel and Entertainment was $164 thousand for the half year ended December 31, 2025 compared to expenses of $147 thousand for the half year ended December 31, 2024 and was related to travel and entertainment expenses incurred by the Company’s management and directors in the performance of their duties on behalf of the Company.

Directors Fees

Directors fees was $465 thousand for the half year ended December 31, 2025 compared to $689 thousand for the half year ended December 31, 2024 and were related to the members of the board of directors of the Company for the services rendered.

Share BasedPayments

Share based payments was $18,665 thousand for the half year ended December 31, 2025 compared to $17,922 thousand for the half year ended December 31, 2024 and were related to the share grants to the Company’s directors and executives and senior management.

Compliance andRegulatory Fees

Compliance and regulatory fees increased $485 thousand, or 125%, to $874 thousand for the half year ended December 31, 2025 compared to $389 thousand for the half year ended December 31, 2024, and were attributable to the Company’s compliance with the securities laws and regulations in the United States.

AdministrativeExpenses

Administrative expenses decreased $14 thousand, or 9%, to $151 thousand for the half year ended December 31, 2025 compared to $166 thousand for the half year ended December 31, 2024.

Promotion, IR,and PR Expenses

Promotion, IR and PR Expenses were $1,181 thousand for the half year ended December 31, 2025, compared to $182 thousand, or an increase of $999 thousand or 547%, mainly attributable to the costs related to investor relation expenses of the Company.

Insurance

Insurance expenses was $1,046 thousand for the half year ended December 31, 2025 and were related to the to the director and officers (D&O) insurance program put in place by the Company for its Board of Directors and executives.

Finance Costs

Finance costs increased $14,875 thousand, or 9,436%, to an expense of $14,717 thousand for the half year ended December 31, 2025 compared to a $157 thousand gain for the half year ended December 31, 2024. The increase is due to an increased amount of the amount owing on the payable with GEM and the cost of warrants issued in association with the PIPE.

Listing Costs

Listing costs were $9,500 thousand in the period in relation to the settlement of liabilities relating to the listing of the Company (previously disclosed as a contingent liability).

Depreciationexpenses

Depreciation expenses of $1 thousand for the half year ended December 31, 2025 was in line with the depreciation expense of the same amount for the half year ended December 31, 2024.

Depreciationexpenses — leased asset

Depreciation expenses on leased assets of $5 thousand for the half year ended December 31, 2025 was in line with the same amount for the half year ended December 31, 2024.

Explorationexpenditure expensed

Exploration expenditure expensed was $238 thousand for the half year ended December 31, 2024 and were related to our shares of expenses relating to the joint venture with OIG group.

Gain on FairValue of Warrants

Loss on Fair Value of Warrants was $80.1 million for the half year ended December 31, 2025. Loss on Fair Value of Warrants is primarily attributable to change in fair value of warrants accounted for as financial liabilities.

Share of netprofit of JV accounted for using the equity method

Share in net profit of joint venture was $35 thousand for the half year ended December 31, 2025 and were related to our shares of profit associated with the Tanbreez Project.

C.	Liquidityand Capital Resources

Sources andUses of Liquidity

On a historical basis, our principal source of liquidity has been capital contributions from related parties. Our principal uses of cash have been for the exploration and evaluation of the development of the Wolfsberg Project, the Tanbreez Project and the consummation of the Business Combination. As of December 31, 2025 and June 30, 2025, we had approximately $80.9 million and $7.3 million, respectively, of unrestricted cash.

We expect our capital expenditures and working capital requirements to continue to increase materially in the near future as we seek to continue evaluation and exploration of the Wolfsberg Project and the Tanbreez Project. Our actual future capital requirements will depend on many factors, including the results of our DFSs and other studies, final investment decision ahead of the development and construction at the Wolfsberg Project, exploration activities in Zone 2 of the Wolfsberg Project and costs associated with maintaining the Wolfsberg Project site. Our near-term capital requirements with respect to the Tanbreez Project, in accordance with the Heads of Agreement, are expected to include, but not be limited to, mineral exploration and various test work, including metallurgical test work, engineering, geological and logistics studies, socio economic, community and environmental impacts assessments, and construction of roads and operational camps and sites. In addition, we have incurred and expect to continue to incur additional costs as a result of operating as a public company.

Substantial doubt exists about our ability to continue as a going concern within one year after the date that the financial statements are available to be issued. We will continue efforts to remedy the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management’s control, we cannot offer any assurances they will be effectively implemented. We also cannot offer any assurance that any additional financing will be available on acceptable terms or at all. Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realization of assets and the settlement of liabilities in the ordinary course of business. We cannot be sure that any additional financing will be available to us on acceptable terms if at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.

We expect that our strategic collaboration with Obeikan to build and operate a hydroxide plant in Saudi Arabia for the Wolfsberg Project will be beneficial to us, as it would reduce our future costs to build and operate a lithium hydroxide plant on our own. In addition, once operational, the hydroxide plant is expected to significantly reduce energy costs and deliver savings in operating expenditures and capital expenditures related to the Wolfsberg Project that would otherwise be borne by us.

We have in the past engaged in, and we will continue to engage in, various discussions with third parties related to additional potential equity investments in us. These investments may take the form of convertible preferred shares, ordinary shares or other equity or debt securities. Any equity securities issued may provide for rights, preferences, or privileges senior to those of holders of our ordinary shares. We may also engage in debt financings. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our ordinary shares. The terms of debt securities or borrowings could impose significant restrictions on our operations. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. Our ability to access capital when needed is not assured and, if capital is not available to us when, and in the amounts needed, we could be required to delay, scale back, or abandon some or all of our expansion efforts and other operations, which could materially harm our business, financial condition and results of operations.

Subsequent to the period end, on March 5, 2026, we announced that we had entered into a deed of settlement with GEM to settle the dispute for an amount of US$40 million to be settled through the issue of equity.

Contractualand Other Obligations

Commitments

Wolfsberg LithiumProject

The DFS is currently work in progress due to the substantial changes of the lithium products prices, increased planned production volumes of lithium hydroxide and plans to build and operate the plant in the Kingdom of Saudi Arabia as a part of newly formed joint venture with Obeikan. Additional studies for the costs optimization are expected to be completed in the near future. Future capital requirements for the development and construction of the Wolfsberg Project are dependent on a number of factors as outlined above and are expected to be financed primarily through a project financing arrangement in the future.

Tanbreez Project

Completion of the exploration and drilling program for the Tanbreez Project is currently in progress, with work on the DFS for a 500,000 metric tonnes per annum mining and processing operation at the Tanbreez Project also underway. Future capital requirements for the development and construction of the Tanbreez Project are dependent on a number of factors as outlined above and are expected to be financed primarily through a project financing arrangement in the future.

Related PartyCapital Contributions

Following completion of the merger transaction, EUR has continued to provide financial support to the Company. As at 31 December 2025, the amount owing was $2,355,328 (30 June 2025: $5,854,852).

Cash Flows

The following table summarizes our cash flows for the periods presented.


Cash flows from operating activities
Payments to suppliers and employees	)	)
Grants received
VAT refund received/(paid)		)
Interest received
Business combination expenses		)
Net cash (used in) operating activities	)	)
Cash flows from investing activities
Payments for exploration and evaluation	)	)
Payment for property, plant and equipment	)	)
Investment in joint venture	)	)
Investment in Obeikan joint venture		)
Net cash (used in) investing activities	)	)
Cash flows from financing activities
Cash from the issue of shares
Cash from the issue of shares upon the exercise of warrants
Payment of share issue costs	)
Proceeds from capital contributions	)
Repayment of lease liability	)	)
Net cash provided by financing activities
Net increase/(decrease) in cash and cash equivalents		)
Cash and cash equivalents at beginning of period
Effects on exchange rate fluctuations on cash held
Cash and cash equivalents at end of period

All values are in US Dollars.

Cash Flowsfrom Operating Activities

During the half years ended December 31, 2025 and 2024, we incurred net cash outflows of $19.2 million and $2.6 million, respectively mainly attributable to the increased payments to suppliers.

Cash Flowsfrom Investing Activities

Our net cash from investing activities for the half year ended December 31, 2025 and 2024 was $6.9 million and $1.3 million, respectively, primarily in the payments for exploration and evaluation in the development of the Wolfsberg Project and payments towards the Tanbreez Project.

Cash Flowsfrom Financing Activities

Net cash provided by financing activities during the half years ended December 31, 2025 and 2024 was $99.6 million and $2.4 million, respectively, primarily from proceeds receipt upon the PIPE and exercise of warrants capital offset by costs associated with the raising of capital and capital contributions from related parties.

Exhibit 99.2

CRITICAL METALS CORP

Condensed Consolidated Financial Statements

For the Half Year Ended 31 December 2025 and2024 (Unaudited)

CONTENTS

Condensed<br> Consolidated Statements of profit or loss and other comprehensive loss for the half years ended 31 December 2025 and 2024<br> (Unaudited)	2
Condensed<br> Consolidated Statements of Financial Position as at 31 December 2025 (unaudited) and 30 June 2025 (audited)	3
Condensed<br> Consolidated Statements of Changes in Equity for the half years ended 31 December 2025 and 2024 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for the half years ended 31 December 2025 and 2024 (Unaudited)	6
Notes to the Condensed Consolidated Financial Statements for the half years ended 31 December 2025 and 2024 (Unaudited)	7
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CRITICAL METALS CORP

CONDENSED CONSOLIDATED STATEMENTS OF LOSS ANDOTHER COMPREHENSIVE LOSS

FOR THE HALF YEARS ENDED31 DECEMBER 2025 AND 2024 (UNAUDITED)

	Note
Continuing operations
Other income
Foreign exchange (loss)/gain		)
Consultants and professional services expenses	4	)	)
Travel and entertainment		)	)
Directors’ fees		)	)
Share based payments to directors and management	15	)	)
Compliance and regulatory fees		)	)
Administration expenses		)	)
Promotion, IR and PR expenses		)	)
Insurance		)	)
Finance (cost)/income	4	)
Listing costs	4	)
Depreciation expense		)	)
Depreciation expense – leased assets		)	)
Share of net profits of associate
Gain on derecognition of warrants
Loss on extinguishment of liability	12	)
Exploration expenditure expensed			)
(Loss)/gain on fair value of warrants	11	)
Share of net profits of JV accounted for using the equity method	8
Other expenses		)	)
Loss before income tax		)	)
Income tax expense
Loss after tax		)	)
Other comprehensive income, net of income tax
Items that will be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations		)	)
Other comprehensive loss for the period, net of income tax		)	)
Total comprehensive loss for the period		)	)
Loss per share for the period
Basic loss per share	16	)	)
Diluted loss per share	16	)	)

All values are in US Dollars.

The above Condensed Consolidated Statementsof Loss and Other Comprehensive Loss are to be read in conjunction with the

Notes to the Condensed Consolidated FinancialStatements.

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CRITICAL METALS CORP

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIALPOSITION

AS AT 31 DECEMBER 2025 (UNAUDITED) AND 30 JUNE2025 (AUDITED)

	Note
ASSETS
Current Assets
Cash and cash equivalents	5
Other receivables, net
Prepaid expenses
Total Current Assets
Non-Current Assets
Restricted cash and other deposits
Property, plant and equipment, net
Inventory, net	6
Deferred exploration and evaluation expenditure	7
Investment in joint venture	8
Investment in associate
Right of use asset, net
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables, net	9
Provisions
Lease liability
Funding from related party	10
Warrants liability	11
Total Current Liabilities
Non-Current Liabilities
Offtake prepayment
Lease liability
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital	12
Unissued Capital	13
Reserves	14
Accumulated deficit		)	)
TOTAL EQUITY

All values are in US Dollars.

The above Condensed Consolidated Statementsof Financial Position are to be read in conjunction with the

Notes to the Condensed Consolidated FinancialStatements.

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CRITICAL METALS CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGESIN EQUITY

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)


At 1 July 2024	)	)	)
Loss for the period		)	)
Foreign currency exchange differences<br> arising on translation from functional currency to presentation currency	)		)
Total comprehensive (loss) for the<br> period	)	)	)
Issue of shares - Tanbreez acquisition
Issue of shares to suppliers
Issue of shares to Directors and management in lieu of<br> fees
Issue of RSUs to Directors and management
Issue of RSUs to suppliers
At 31 December 2024	)	)

All values are in US Dollars.

The above Condensed Consolidated Statementsof Changes in Equity are to be read in conjunction with the

Notes to the Condensed Consolidated FinancialStatements.

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CRITICAL METALS CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGESIN EQUITY

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)


At 1 July 2025					)
Loss for the period					)	)
Foreign currency exchange differences arising on translation from functional currency to presentation currency			)			)
Total comprehensive (loss) for the period			)		)	)
Issue of shares – Suppliers	12
Issue of shares – PIPE	12
Issue of shares – Vesting of RSU’s	12			)
Issue of shares – Acquisition of copper	12
Issue of shares – Exercise of warrants	12
Issue of shares – Exercise of warrants (Cashless)	12			)
Issue of RSUs to Directors and management	14
Issue of warrants – PIPE (broker)	14
Capital raising costs		)				)
At 31 December 2025					)

All values are in US Dollars.

The above Condensed Consolidated Statementsof Changes in Equity are to be read in conjunction with the

Notes to the Condensed Consolidated FinancialStatements.

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CRITICAL METALS CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE HALF YEARS ENDED31 DECEMBER 2025 AND 2024 (UNAUDITED)


Cash flows from operating activities
Payments to suppliers and employees		)	)
Grants received
VAT refund received/(paid)			)
Interest received
Business combination expenses			)
Net cash (used in) operating activities	18	)	)
Cash flows from investing activities
Payments for exploration and evaluation		)	)
Payment for property, plant and equipment		)	)
Investment in joint venture	8	)	)
Investment in Obeikan joint venture			)
Net cash (used in) investing activities		)	)
Cash flows from financing activities
Cash from the issue of shares
Cash from the issue of shares upon the exercise of warrants	12
Payment of share issue costs		)
Proceeds from capital contributions	10	)
Repayment of lease liability		)	)
Net cash provided by financing activities
Net increase/(decrease) in cash and cash equivalents			)
Cash and cash equivalents at beginning of period
Effects on exchange rate fluctuations on cash held
Cash and cash equivalents at end of period	5

All values are in US Dollars.

The above Condensed Consolidated Statementsof Cash Flows are to be read in conjunction with the

Notes to the CondensedConsolidated Financial Statements

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

1.	CORPORATE INFORMATION

The financial report of Critical Metals Corp (CRML or the Company), and its wholly owned entities (the Group) for the half years ended 31 December 2025 and 31 December 2024 was authorised for issue in accordance with a resolution of the directors on 13 March 2026.

The nature of the operations and principal activities of the Company during the period was:

◾	A 42.005% interest in Tanbreez Mining Greenland A/S an unlisted entity which holds an exploitation permit for rare earths in Greenland.
◾	The development of the wholly-owned Wolfsberg Project located in Carinthia, Austria. The Group has legal right and tenure over the Wolfsberg Project through its wholly owned subsidiary ECM Lithium AT GmbH (ECM Lithium). ECM Lithium has 54 exploration licenses which are valid until 31 December 2029 and 20 mining licenses which are valid until 31 December 2027.
---	---
◾	A 20% interest EV Resources GmbH, an unlisted entity which holds the Weinebene and Eastern Alps Lithium Projects.
---	---

The Company is a public company limited by shares incorporated and domiciled in the British Virgin Islands whose shares are publicly traded on the NASDAQ. The registered office of the Company is at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

2.	SUMMARY OF MATERIAL ACCOUNTING POLICIES
a)	Basis of preparation
---	---

The financial report is a general-purpose financial report, which has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Company is a for-profit entity for the purpose of preparing the financial statements.

These condensed consolidated financial statements are general purpose financial statements prepared in accordance with the requirements of applicable accounting standards including IAS 34 Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements in accordance with IFRS.

The financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report. As such, it is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2025 and any public announcements made by the Company and its subsidiaries during the half-year. The results of operations of unaudited periods are not necessarily indicative of the results to be expected for the entire year, or any other period.

The condensed consolidated financial statements have also been prepared on the accruals basis and historical cost basis.

The condensed consolidated financial statements are for the half years ended 31 December 2025 and 2024 and are presented in United States Dollars (USD), which is the functional currency of the Company.

The accounting policies set out below have been applied consistently to all periods presented in the financial report except where stated.

b)	Going concern

The condensed consolidated financial statements of the Group have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

For the half-year ended 31 December 2025, the Group incurred a loss after income tax of $120,375,292 (31 December 2024: $18,936,454 loss), net cash outflows from operating activities of $19,162,904 (31 December 2024: $2,588,886), a working capital surplus (excluding liability that will be settled in CRML shares) of $54,200,457 (30 June 2025: $15,557,835 deficit) and at that date had cash on hand of $80,923,699 (30 June 2025: $7,297,328).

The Group’s ability to continue as a going concern and to continue to fund its planned expanded activities is dependent on raising further capital, funds received from the exercise of warrants, continued support from related party creditors, continued support from nonrelated parties in respect to the payment of overdue amounts and reducing operational costs and spend on exploration.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

These conditions indicate a material uncertainty that may cast a significant doubt about the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The Directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:

◾	The<br>successful completion of the PIPE raising during the period;
◾	The Group continues to seek funding options<br> required to undertake its next phase of exploration activities; and
---	---
◾	Ability<br>to defer exploration expenditures.
---	---

Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern.

c)	Application of new and revised accounting standards

Changes in accounting policies oninitial application of Accounting Standards

In the half year ended 31 December 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the IASB that are relevant to the Group and effective for the full year reporting periods beginning on or after 1 July 2025. As a result of this review, the Directors have applied all new and amended Standards and Interpretations that were effective as at 1 July 2025 with no material impact on the amounts presented and the disclosures included in the financial report.

New accounting standards and interpretationsnot yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations has not identified any impact.

Title	Summary	Application date of standard	Application date for the Company

| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments) | The Amendments clarify ◾ the requirements related to the date of recognition and derecognition of financial assets and financial liabilities, with an exception for derecognition of financial liabilities settled via an electronic transfer. ◾ the requirements for assessing contractual cash flow characteristics of financial assets. ◾ characteristics of non-recourse loans and contractually linked instruments. The Amendments also introduce certain disclosure requirements for financial instruments. | This standard is not expected to have a material impact on the Company’s financial statements and disclosures | 1 January 2026 |

| IFRS 18 Presentation and Disclosure in Financial Statements | This Standard sets out significant new requirements for how financial statements are presented, with particular focus on the statement of profit or loss, including requirements for mandatory sub-totals to be presented, aggregation and disaggregation of information, as well as disclosures related to management-defined performance measures. | This standard is not expected to have a material impact on the Company’s financial statements and disclosures | 1 January 2027 |

There are no other standards that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

d)	Accounting policies and methods of computation

The condensed consolidated Financial Statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended 30 June 2025 with the exception of the inclusion of a new accounting policy in respect to Inventory as set out below. These accounting policies are consistent with International Financial Reporting Standards.

Inventory, net

Inventories are valued at the lower of cost and net realisable value. The net realisable value of inventories is the estimated selling price in the ordinary course of business less estimated costs to sell.

Costs incurred in bringing CRML’s inventory to its present location and condition are accounted for on a weighted average basis.

Inventory classified as non-current represent inventories not expected to be consumed or processed within the next 12 months and relate to ultra-high-grade copper powder.

e)	Significant accounting estimates and assumptions

The preparation of the financial report requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

In preparing this financial report, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s financial report for the year ended 30 June 2025 with the inclusion of an additional key estimate regarding the net realisable value of inventory.

Key estimate: net realisable value of inventory

The key assumptions, which require the use of management judgement, are the variables affecting costs recognised in bringing the inventory to its location and condition for sale, estimated costs to sell and the expected selling price. These key assumptions are reviewed at least annually.

Significant Events and Transactions

During the half year ended 31 December 2025, the following significant events and transactions were undertaken.

The Company completed two PIPE transactions, raising aggregate funds of approximately $85 million for the Company.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

The Company acquired 40kg of ultra-high-purity copper powder.

The Company recognised listing expenses of $9,500,000 in relation to the settlement of liabilities relating to the listing of the Company (previously disclosed as a contingent liability).

The Company continues to advance funding to the Tanbreez Project and Wolfsberg Project.

The Company received funding of $23.35 million upon the exercise of warrants.

3.	SEGMENT INFORMATION

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. In the case of the Group the CODM are the executive management team and all information reported to the CODM is based on the consolidated results of the Group as one operating segment, as the Group’s activities relate to mineral exploration.

Minerals Exploration covers the Company’s main project including:

◾	Wolfsberg<br>(Austria)
◾	Tanbreez<br>(Greenland)
---	---
◾	Weinebene<br>and Eastern Alps Projects (Austria)
---	---

Whilst the Group receives separate reports for each of these projects, these projects have been aggregated into one reporting segment because management considers that they have similar economic characteristics as all three are exploration projects.

Accordingly, the Group has only one reportable segment and the results are the same as the Group results.

The measure of profit or loss for this reportable segment are the same as the amounts presented on the face of the Consolidated Statement of Profit or loss and Other Comprehensive Loss. The measure of total assets and liabilities and the amount of investment in associated and JV accounted for by the equity method for this reportable segment are the same as the amounts presented on the face of the Consolidated Statement of Financial position.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

a)	Segment assets by geographical region

The total of non-current assets other than financial instruments and deferred tax assets, broken down by location of the assets:

	31 December 2025 (Unaudited)	30 June 2025 (Audited)
Geographical information
United States
Greenland
Austria

All values are in US Dollars.

b)	Other Income by geographical region

The total other income, broken down by location of the assets:

	31 December 2025 (Unaudited)	31 December 2024 (Unaudited)
Geographical information
United States
Greenland
Austria

All values are in US Dollars.

4.	EXPENSES FROM CONTINUING OPERATIONS
	Half-year ended 31 December 2025 (Unaudited)		Half-year ended 31 December 2024 (Unaudited)
---	---	---	---	---
Consultants and professional services
Taxation advisors		)		)
Strategy advisors		)		)
Legal fees		)		)
Accounting fees		)		)
Government affairs		)
General		)		)
		)		)

All values are in US Dollars.


Finance expenses
GEM payable (note 9)	)	)
GEM payable – Interest (note 9)	)
Interest expense – leased assets	)	)
Fees associated with loan facility (note 19)	)
Issue 600,000 warrants to PIPE brokers (note 14)	)
Issue of 10,000,000 warrants liability to PIPE investors (note 11(b))	)
Interest expenses – loan with related party (note 18)		)
Bank fees and other finance expenses	)	)
	)

All values are in US Dollars.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

Listing expenses

Listing expenses in the period included $9,500,000 in relation to the settlement of liabilities relating to the listing of the Company (previously disclosed as a contingent liability).

5.	CASH AND CASH EQUIVALENTS
	31 December 2025 (Unaudited)	30 June 2025 (Audited)
---	---	---
Cash at bank and in hand

All values are in US Dollars.

Cash at bank earns interest at floating rates based on daily bank deposit rates.

6.	INVENTORY, NET
	31 December 2025 (Unaudited)	30 June 2025 (Audited)
---	---	---
Copper

All values are in US Dollars.

On November 21, 2025, the Company entered into an Asset Sale Agreement (the ASA) with Swiss Commodity Re Limited (the Seller) and purchased 40kg of ultra-high-purity copper powder from Seller. Under the terms of the ASA, the transaction completed on December 16, 2025 when the Company issued the Seller a total of 2,000,000 ordinary shares. The cost of the ultra-high-grade copper powder is $15,800,000 being 2,000,000 shares at $7.90 per share, being the fair value of the shares as at the date of acquisition (refer notes 12 and 15).

7.	DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation phases:	31 December 2025 (Unaudited)		30 June 2025 (Audited)
---	---	---	---
Balance at beginning of period
Expenditure incurred
Foreign exchange movement		)
Balance at end of period

All values are in US Dollars.

The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation or sale of the respective areas.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

8.	INVESTMENT IN JOINT VENTURE
	31 December 2025 (Unaudited)	30 June 2025 (Audited)
---	---	---
Shares in Tanbreez Mining Greenland A/S
Investment in joint venture accounted for using the equity method

All values are in US Dollars.

a)	Movements in the carrying amount of the investment in joint venture
	31 December 2025 (Unaudited)	30 June 2025 (Audited)
---	---	---
Balance at beginning of period
Purchase of unlisted investments (i)
Cash investments
Invoices paid by the Company on behalf of the joint venture
Share of profits of joint venture recognised during the period
Investment in joint venture accounted for using the equity method

All values are in US Dollars.

(i)	On June 5, 2024, CRML entered into a heads of agreement to acquire 92.5% of the issued capital of Rimbal Pty Ltd (Vendor) which is the registered holder of 92.5% of the issued capital of Tanbreez Mining Greenland A/S (Tanbreez) which holds the only exploitation permit for rare earths in Greenland (HOA). The HOA was comprised of the following stages:
1.	Initial Investment of US$5,000,000 to acquire a 5.55% equity<br>interest in Tanbreez
---	---
2.	Stage 1 interest – Issue of US$90,000,000 of shares<br>in CRML subject to holding lock until February 28, 2025 to acquire a 36.45% equity interest in Tanbreez
---	---
3.	Stage 2 interest – Issue of US$116,000,000 of shares<br>in CRML equal to 95% of the closing price of CRML shares on the date upon which CRML meets a minimum of US$10 million on the permit within<br>2 years to acquire a 50.50% equity interest in Tanbreez
---	---
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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

On September 29, 2025, the Company

entered into Amendment No. 1 to the Amended and Restated Heads of Agreement (the HoA Amendment) with Rimbal. The HoA Amendment, among other things, (i) removes the Company’s obligation to invest $10 million in Tanbreez to increase its ownership stake in Tanbreez to 92.5% and (ii) upon approval from the Greenlandic Mineral Resources Authority of Rimbal’s transfer of Tanbreez to the Company, obligates the Company to increase its ownership in Tanbreez from 42% to 92.5% in exchange for the issuance of14,500,000 ordinary shares, par value $0.001 per share, of the Company (Ordinary Shares) to Rimbal. The remaining 7.5% ownership interest in Tanbreez is currently held by the Company’s largest shareholder, European Lithium Limited. The transaction remains subject to Greenland governmental approval.

Under the terms of the HOA, CRML has the right to appoint two directors to the board of Tanbreez. On July 2, 2024, Tony Sage was appointed as CRML’s representative on the Board of Tanbreez.

The Vendor is a company controlled by geologist Gregory Barnes. Under the terms of the HOA, at completion of Stage 1 Interest, Gregory Barnes was appointed Strategic advisor to the board of CRML.

During the half year ended 31 December 2025, the following equity transactions occurred:

◾	On July 9, 2025 Tanbreez issued 100 ordinary shares to CRML, converting the $2,000,000 funding advanced from CRML on June 12, 2025 to share capital.

◾	On July 30, 2025 Tanbreez issued 100 ordinary shares to CRML, converting the $1,000,000 funding advanced from CRML to share capital.

◾	On September 4, 2025 Tanbreez issued 100 ordinary shares to CRML, converting the $1,000,000 funding advanced from CRML to share capital.

◾	On October 28, 2025 Tanbreez issued 100 ordinary shares to CRML, converting the $3,000,000 funding advanced from CRML to share capital.

As at 31 December 2025, Rimbal held a 50.496% in Tanbreez, CRML held a 42.005% interest in Tanbreez and European Lithium Ltd held a 7.499% interest in Tanbreez. As at 31 December 2025, consistent accounting policies have been applied in respect to the accounting of Tanbreez by the Group.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

9.	TRADE AND OTHER PAYABLES, NET
	31 December 2025 (Unaudited)	30 June 2025 (Audited)
---	---	---	---
Trade payables
GEM payable (i)
Other payables			)
Accruals
Excise tax payable

All values are in US Dollars.

(i)

On July 4, 2023, CRML, GEM Global Yield LLC SCS (the GEM Investor or GEM Global) and GEM Yield Bahamas Ltd. (GYBL) entered into a Share Purchase Agreement (the GEM SPA), pursuant to which the Company was entitled to draw up to $125 million of gross proceeds in exchange for ordinary shares in the Company, at a price equal to 90% of the average closing bid price of the ordinary shares on Nasdaq for a 30 day period, subject to meeting the terms and conditions of the GEM SPA. The GEM SPA allowed CRML to access funds for general corporate purpose and working capital needs. At the closing of the Transaction, the GEM Investor was granted a warrant (the GEM Warrant) to purchase up to 1,814,797 Ordinary Shares at an exercise price of $10.71 per share (subject to adjustments described in the GEM Warrant) expiring on the 3rd anniversary of the closing of the Transaction (refer note 20). Further, in connection with the closing of the Transaction, the Company also entered into a letter agreement with the GEM Investor and GYBL to amend the GEM SPA, pursuant to which, the Company agreed to issue ordinary shares in the Company to the GEM Investor as the “commitment fee” pursuant to the Share Purchase Agreement and, on the 61st day following the closing of the Transaction, the GEM Investor was granted the option to sell such commitment shares (equating to 122,549 shares) to the Company for US$1.875 million (the Commitment Fee Put Amount). In addition, the GEM Investor, on the first anniversary of the closing of the Transaction, was granted the right to require CRML to purchase the GEM Warrant from GEM Global in exchange for a number of ordinary shares in the Company having a value equal to US$27,200,000 (note 20). On April 29, 2024, CRML, GEM Global and GYBL entered into a second letter agreement, pursuant to which, CRML was granted the option to deliver, in lieu of the Commitment Fee Put Amount on the date upon which it was otherwise due and payable, a payment of $3,020,000 on or prior to the 120th day after the closing of the Transaction. On September 27, 2024, Critical Metals Corp (CRML) entered into a third letter agreement with GEM Global Yield LLC SCS (GEM Global) and GEM Yield Bahamas Ltd. (GYBL) to extinguish the existing arrangement in respect to the Commitment Fee Put Amount of $3,020,000 (refer to note 18 in the consolidated financial statements). Under the new agreement, CRML is obliged to deliver a cash payment of US$3,500,000 (Revised Amount) to GEM Global within one business day following the consummation by CRML of a capital raising transaction provided that the gross proceeds received by CRML in connection with the capital raising transaction are equal to or greater than $15,000,000. If the gross proceeds received by CRML in connection with the capital raising transaction are less than $15,000,000, CRML shall deliver (i) a cash payment of $1,750,000 to GEM Global within one business day following the consummation by CRML of the Equity Capital Raise, and (ii) a cash payment of $1,750,000 (the Deferred Payment) to GEM Global on or before the 90th day following the Equity Capital Raise. If CRML does not deliver the Deferred Payment by the 90th day following the capital raising transaction, CRML shall incur a penalty of $10,000 per day, payable in USD, which penalty shall be added to the deferred payment amount until paid by CRML. If CRML does not consummate a capital raising transaction by 31 December 2024, CRML shall owe the revised amount of $3,500,000 and such amount shall incur interest at a 10% annual rate (which interest shall begin on the Commitment Fee Put Date and continue until such revised amount is paid). On 28 February 2025, the Company wrote to GEM Global and GYBL and is disputing the amounts payable. In March 2025, the GEM Investor commenced an action in the U.S. against us, based on a breach of contract claim. On March 5, 2026, the Company entered into an agreement (the “GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (together, “GEM”). The GEM Agreement provides that the GEM SPA, as well as the three letter agreements thereto, has been terminated. In accordance with the GEM Agreement, GEM has exercised in full its warrant to purchase ordinary shares, par value $0.001 in the Company (“Ordinary Shares”), which was issued in February 2024. GEM will receive 1,409,624 Ordinary Shares as a result of its exercise of the warrant. The Company will also issue 2,744,062 Ordinary Shares to GEM for no additional consideration in a private placement exempt from the registration requirements of the Securities Act of 1933, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The Company is obligated under the GEM Agreement to file a registration statement for the resale of the 2,744,062 Ordinary Shares issued to GEM (the “Resale Registration Statement”). Subject to the terms of the GEM Agreement, if the Resale Registration Statement has not been 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 the Ordinary Shares. Refer to note 9 for further details.

As at 31 December 2025, the Company continued to recognise a financial liability of US$27.2 million and a Commitment Fee Put Amount payable of US$4.1 million, as the contractual obligations had not been discharged, cancelled or expired. Subsequent to year-end, in February 2026, the Company and the GEM investor reached an agreement in principle to settle the arbitration proceedings. Under the proposed settlement, the Company will issue ordinary shares with an aggregate value of approximately US$40 million in full settlement of all claims under the GEM arrangements (US$27.2 million disclosed under note 11 and a Commitment Fee Put Amount payable of US$12.8 million disclosed under this note). On the March 5, 2026, the Company executed the settlement deed (refer to note 20). The settlement provides additional evidence regarding the amount required to settle the obligation at the reporting date. Management therefore determined that the best estimate of the obligation at 31 December 2025 was US$40 million. Accordingly, the Company recognised an additional provision of US$8.7 million at 31 December 2025.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

10.	RELATED PARTY TRANSACTIONS

Parent entity has moved to having significant influence

In 2024 and up to October 10, 2025, the Company was controlled by European Lithium Ltd (EUR) who had the right to appoint 4 out of 5 directors of the Company because EUR held 50% or more of the ordinary shares of the Company. On the 10 October 2025, EUR’s shareholding in the Company fell to 49.32% and consequently lost control but retained significant influence. Currently EUR has the right to appoint 2 out of 5 of the Company’s directors unless it owns less than 25% of the ordinary shares of the Company.

As at 31 December 2025, European Lithium Ltd holds 43.66% of the ordinary shares of the Company.

Funding from related parties

	31 December 2025 (Unaudited)	30 June 2025 (Audited)
Working capital advance from European Lithium Ltd

All values are in US Dollars.


Balance at beginning of period
Working capital advance from European Lithium Ltd (i)
Repayment of borrowings	)	)
Foreign exchange		)
Balance at end of period

All values are in US Dollars.

(i)	During the period, European Lithium Ltd (EUR) provided funding<br>to CRML to cover certain operational expenses. As at 31 December 2025, a total of $2,355,328 is repayable to EUR. The funds advanced<br>are repayable on demand.

Agreements entered into with related parties

Effective 1 November 2025, the remuneration of Executive Chairman Mr Tony Sage increased from US$500,000 to US$750,000 per annum. All other terms and conditions of the agreement previously entered into with Okewood Pty Ltd (a related party to Mr Tony Sage) for the provision of Executive Chairman services remain the same. There were no other changes in Director remuneration during the period.

Investments with related parties

During the half year ended 31 December 2025, EUR sold 10,880,303 shares it held in CRML to raise net proceeds of US$124,475,000 to EUR. Mr Tony Sage, Mr Malcolm Day and Mr Mykhailo Zhernov are Directors of EUR.

Equity instrument disclosures relating to key management personnel

During the half year ended 31 December 2025, a total of 5,110,000 restricted stock units (RSU’s ) and 6,030,000 premium vesting options (PVO’s ) were issued to directors and key management personnel of the Company (refer note 15).

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

11.	WARRANTS LIABILITY
	30 June 2025 (Audited)
---	---
Unlisted warrants (5.00 exp. 27/02/2027) (c)
Unlisted warrants (5.00 exp. 18/6/2029) (d)
Unlisted warrants (7.00 exp. 7/2/2029) (a)
Unlisted warrants (7.00 exp. 6/10/2031) (b)
Listed warrants (11.50 exp. 27/2/2029) (e)

All values are in US Dollars.


Balance at beginning of period
Issue of unlisted warrants PIPE
Issue of unlisted warrants PIPE (derivative liability)
Exercise of warrants (note 12)	)
Gain/(Loss) on fair value of warrants (non-cash)		)
Balance at end of period

All values are in US Dollars.

a)	PIPE Warrants issued on February 7, 2025

On February 7, 2025, a total of 4,910,000 warrants were issued to participants of the PIPE. The unlisted warrants have an exercise price of $7.00 each on or before 7 February 2029. The warrants are classified as derivative liabilities because they convert into a variable number of shares and its value varies with the Company’s share price.

The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of the Company (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Empery which is factored into the implied issue date share price.

	Assumptions
Number warrants issued		4,910,000
Dividend yield		0.00	%
Expected volatility		80	%
Risk-free interest rate		4.325	%
Expected life of warrants		4.00 years
Exercise price	$	7.00
Issue date share price	$	1.90

The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

During the year a total of 3,315,000 warrants were exercised raising funds of $23,205,000 for the Company.

The fair value of the warrants granted is estimated as at 31 December 2025 using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.

	Assumptions
Number warrants issued		1,595,000
Dividend yield		0.00	%
Expected volatility		90	%
Risk-free interest rate		3.559	%
Expected life of warrants		3.10 years
Exercise price	$	7.00
Share price at 31 December 2025	$	6.94
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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

b)	PIPE Warrants issued on October 6, 2025

On October 6, 2025, a total of 10,000,000 warrants were issued to the broker who facilitated the early October PIPE for the Company. The unlisted warrants are exercisable at US$7.00 each (subject to adjustments) on or before 6 October 2031.

The PIPE Investor Warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the Company’s share price.

The fair value of the PIPE Investor Warrants is estimated as at the date of issue using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.

	Assumptions
Number of warrants issued		10,000,000
Dividend yield		0.00	%
Expected volatility		87.5	%
Risk-free interest rate		3.810	%
Expected life of warrants		6.00 years
Exercise price	$	7.00
Issue date share price	$	7.98

As the fair value determined using the Black Scholes Model of the Warrants issued to the PIPE broker was in excess of the valuation, the difference in fair value of the derivative liability and consideration received (the Calibration Allowance) is deferred and amortised over the 6 years that the warrant are exercisable.

As at 31 December 2025, the fair value of the warrants is as follows:

	Assumptions
Number of warrants issued		10,000,000
Dividend yield		0.00	%
Expected volatility		90	%
Risk-free interest rate		3.810	%
Expected life of warrants		5.76 years
Exercise price	$	7.00
Share price at 31 December 2025	$	6.94

As at 31 December 2025, the roll-forward of the balance of Calibration Allowance is as follows:

Initial amount of Calibration Allowance as of October 6, 2025	26,025,000
Amortization of Calibration Allowance related to 10,000,000 warrants outstanding	(1,022,453	)
Balance of Calibration Allowance at 31 December 2025	25,002,547
c)	Warrants issued on February 27, 2024 with exercise price of $5.00 (subject to adjustments)
---	---

On February 27, 2024, a total of 1,814,797 warrants were issued to Gem Global Yield LLC SCS (GEM) for a credit facility to be made available to the Company. The unlisted warrants are exercisable at $10.71 each (subject to adjustments) on or before 27 February 2027. The warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the Company’s share price.

The fair value of the warrants granted is estimated as at the date of grant using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.

	Assumptions
Number warrants issued		1,814,797
Dividend yield		0.00	%
Expected volatility		75	%
Risk-free interest rate		4.5	%
Expected life of warrants		3.00 years
Exercise price	$	10.71
Issue date share price	$	10.20
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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

The fair value of the warrants issued is estimated as at 31 December 2025 using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.

	Assumptions
Number warrants issued		1,814,797
Dividend yield		0.00	%
Expected volatility		90	%
Risk-free interest rate		3.478	%
Expected life of warrants		1.16 years
Exercise price	$	5.00
Share price at 31 December 2025	$	6.94

From March 1, 2025 the GEM Investor has the right to require CRML to purchase the GEM Warrant from GEM Global in exchange for a number of ordinary shares in the Company having a value equal to US$27,200,000. Accordingly, the GEM Warrants are valued at the higher amount of the fair value of the warrant and US$27,200,000.

d)	Additional warrants issued to Empery Asset Management LP

On June 17, 2024, a total of 1,000,000 warrants were issued to Empery Asset Management LP (Empery) to induce early conversion of the February 2024 warrants. The unlisted warrants are exercisable at $11.45 each (subject to adjustments) on or before 18 June 2029. The warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the Company’s share price.

The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.

	Assumptions
Number warrants issued		1,000,000
Dividend yield		0.00	%
Expected volatility		75	%
Risk-free interest rate		4.3	%
Expected life of warrants		5.00 years
Exercise price	$	11.45
Issue date share price	$	11.30

On October 15, 2025, Empery exercised all 1,000,000 of the warrants utilising the cashless exercise facility which resulting in the issuance of 835,474 CRML shares to Empery.

e)	Listed warrants

The Company has listed warrants on issue that are exercisable at $11.50 each on or before 27 February 2029 and trade under the ticker CRMLW. The public warrants are valued at the closing warrant trading price at reporting date.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

12.	SHARE CAPITAL

The Company has authorised share capital of 500,000,000 shares with a par value of $0.001 per share.


Opening balance comprising issued capital and share premium	104,790,304
Issue of shares suppliers	100,000
Issue of shares PIPE	8,030,303
Issue of shares vesting of RSU’s	2,220,000
Issue of shares acquisition of copper (note 6)	2,000,000
Issue of shares exercise of warrants	3,327,709
Issue of shares exercise of warrants (cashless)	873,942
Capital raising costs	-	)
Total share capital comprising issued capital and shares premium	121,342,258

All values are in US Dollars.


Opening balance comprising issued capital and share premium	80,994,098
Issue of shares Tanbreez acquisition	8,395,523
Issue of shares suppliers	950,365
Issue of shares PIPE	4,910,000
Issue of shares Directors	560,310
Issue of shares vesting of RSU’s	2,380,008
Issue of shares Tanbreez make good provision	5,000,000
Issue of shares upon conversion of warrants	1,600,000
Issue of warrants PIPE (Investors)	-	)
Issue of warrants PIPE (Brokers)	-	)
Capital raising costs – cash	-	)
Total share capital comprising issued capital and shares premium	104,790,304

All values are in US Dollars.

(i)	During the half year<br> ended 31 December 2025, the following shares were issued:
◾	100,000<br>shares to 2744724 Alberta Inc for the provision of marketing related services to the Company (note 15). The fair value of these shares<br>on the issue date was $15.05 which resulted in a loss in the extinguishment of liabilities of $326,000
---	---
◾	8,030,303<br>shares to participants in the PIPE raising funds of $50,005,000 (before expenses)
---	---
◾	2,220,000<br>shares issued upon the vesting of RSU’s
---	---
◾	2,000,000<br>shares in relation to the acquisition of copper asset (note 6)
---	---
◾	3,327,709<br>shares upon the exercise of options comprising:
---	---
o	3,315,000 shares upon the exercise of 3,315,000 warrants ($7.00<br>each expiring 7 February 2029)
---	---
o	12,709 shares upon the exercise of 12,709 listed warrants ($11.50<br>each expiring 27 February 2029)
---	---
◾	873,942<br>shares upon the exercise of options utilising the cashless facility comprising:
---	---
o	38,468 shares issued upon the exercise of 50,100 warrants ($7.00<br>each expiring 7 February 2029)
---	---
o	835,474 shares issued upon the exercise of 1,000,000 warrants<br>($5.00 each expiring 18 June 2029)
---	---

Terms and conditions of contributedequity

Fully paid ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of paid up shares held.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

Fully paid ordinary shares entitle their holder to one vote, either in person or by proxy, at any shareholders’ meeting of the Company.

At 31 December 2025, all shares on issue in the Company are fully paid.

13.	UNISSUED CAPITAL RESERVE
	31 December 2025 (Unaudited)	30 June 2025 (Audited)
---	---	---
Unissued capital reserve

All values are in US Dollars.

14.	RESERVES

	31 December 2025 (Unaudited)	30 June 2025 (Audited)
Foreign currency translation reserve
NASDAQ listing reserve
Share-based payment reserve

All values are in US Dollars.

Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of financial statements of foreign subsidiaries.


Balance at beginning of period		)
Foreign currency exchange differences arising on translation of foreign operations	)
Balance at end of period

All values are in US Dollars.

Share-based Payment Reserve

The share-based payment reserve records items recognised as expenses on valuation of employee share options and options issued to directors and consultants.


Balance at beginning of period
Issue of RSUs to Directors and management (note 15)
Issue of RSU’s to suppliers (note 15)
Issue of shares to Directors and management in lieu of fees
Transaction costs for PIPE warrants (Financial liability)
Exercise of warrants (Cashless)	)
Issue of warrants PIPE (brokers) (i)
Issue of shares upon vesting of RSU’s	)	)
Balance at end of period

All values are in US Dollars.

(i)	On October 6, 2025, a total of 600,000 warrants were issued to brokers of the PIPE. The unlisted warrants have an exercise price of $7.00 each on or before 6 October 2031. The warrants are classified as an equity settled share-based payment expense under IFRS 2 (note 4).
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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

NASDAQ Listing Reserve

The NASDAQ listing reserve records items recognised in respect to the Company’s listing on the NASDAQ.

	31 December 2025 (Unaudited)	30 June 2025 (Audited)
Balance at beginning of period
NASDAQ listing costs
Balance at end of period

All values are in US Dollars.

15.	SHARE-BASED PAYMENTS

Total costs arising from share-based payment transactions recognised as an expense during the period were as follows:


Issue of RSUs to Directors and management	)	)
Issue of shares to suppliers – 2744724 Alberta Inc	)
Issue of shares to suppliers – Bellatrix Corporate Pty Ltd		)
Issue of RSU’s to suppliers – Chris Gale		)
	)	)

All values are in US Dollars.

(i) RSUs to Directors and Management

On November 1, 2025, the Company issued 6,230,000 restricted stock units (RSU’s) and 7,470,000 premium vested options (PVO’s) of which 5,110,000 RSU’s and 6,030,000 PVO’s were issued to directors and KMP of the Company.

The RSU’s vest equally over a three year term and have been valued based on the trading price on the date of issue with the overall cost spread over the vesting period. An amount of $12,044,484 has been booked in the accounts at 31 December 2025.

	Number of<br> RSU’s		Grant date	Fair value at <br>grant date per right	Vesting Date

All values are in US Dollars.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

The PVO’s have an exercise price of $12.88, vest equally over a three year term, expire on 30 October 2035 and have been valued using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the PVO’s were granted with the overall cost spread over the vesting period. An amount of $6,291,875 has been booked in the accounts at 31 December 2025.

	Number of<br> PVO’s		Grant date	Fair value at grant date per right	Vesting Date

All values are in US Dollars.

(ii) Shares to Suppliers

On October 22, 2025, the Company issued 100,000 shares to 2744724 Alberta Inc for the provision of marketing related services to the Company. The shares vest on 30 June 2026. The shares have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of $328,805 has been booked in the accounts at 31 December 2025.

	Number of <br> Shares		Grant date	Fair value at grant date per right	Vesting Date

All values are in US Dollars.

(iii) Shares issued on the purchase of inventory

On December 16, 2025, the Company issued 2,000,000 ordinary shares for the acquisition of ultra-high-grade copper powder inventory. Due to the highly specialised nature of the inventory and the fact that there is no observable market for ultra-high-grade copper powder and significant variations in pricing based on known market transactions, the Company has determined the cost of the inventory based on the fair value of the shares issued to the seller. Consequently, the cost of the ultra-high-grade copper powder is $15,800,000 being 2,000,000 shares at $7.90 per share, being the fair value of the shares as at the date of acquisition (refer note 6).

16.	LOSS PER SHARE
	31 December 2025 (Unaudited)		31 December 2024 (Unaudited)
---	---	---	---	---
Loss used in the calculation of basic and dilutive loss per share		)		)

All values are in US Dollars.


Loss per share:
Basic loss per share	)	)
Diluted loss per share	)	)

All values are in US Dollars.

	31 December 2025 Number		31 December 2024Number
Weighted average number of shares		112,693,055		88,390,180

There are dilutive potential ordinary shares on issue at balance date. Given the Company has made a loss and has warrants on issue, there is no dilution of earnings hence the diluted loss per share is the same as for basic loss per share.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

17.	COMMITMENTS AND CONTINGENCIES
a)	Exploration<br> commitments
---	---

There have been no changes to commitments since the most recent annual financial statements for the year ended 30 June 2025.

b)	Contingencies

There have been no changes in contingent liabilities other than those disclosed under note 4 (listing expenses) since the most recent annual financial statements for the year ended 30 June 2025.

18.	CASH FLOW INFORMATION
	31 December 2025 (Unaudited)		31 December 2024 (Unaudited)
---	---	---	---	---
Reconciliation from net loss after tax to net cash used in operations
Net (loss)		)		)
Non-cash flows included in operating loss:
Depreciation
Amortisation
Gain on derecognition of warrants		)
(Loss)/gain on fair value of warrants (note 11)				)
Loss on extinguishment of liability
Due diligence expenses (classified as investing activities)				)
Finance (cost)				)
Share based payment expense (note 15)
Issue of shares to directors and management in lieu of fees
Share of net losses of associate		)		)
Share of net profits of JV accounted for using the equity method (note 8)		)		)
Foreign exchange (loss)/gain		)		)
Changes in assets and liabilities:
Decrease in trade and other receivables
Decrease in prepaid expenses
(Increase) in restricted cash and other deposits, net		)
(Increase) in trade and other payables, net		)		)
Decrease in provisions
(Increase) in funding from related party		)
(Increase)/decrease in other movements				)
Net cash (used in) operating activities		)		)

All values are in US Dollars.

19.	FINANCIAL INSTRUMENTS

Set out below is an overview of financial assets and liabilities recorded in the consolidated financial statements held by the Company as at 31 December 2025: (Unaudited)

	Level 1	Level 2		Level 3	Total

Financial assets
Investment in equity-accounted joint venture			-
Total assets recognised at fair value			-
Financial liabilities
Warrants liability			-
Total liabilities recognised at fair value			-

All values are in US Dollars.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

Set out below is an overview of financial assets and liabilities recorded in the consolidated financial statements held by the Company as at 30 June 2025: (Audited)

	Level 1	Level 2		Level 3	Total

Financial assets
Investment in equity-accounted joint venture			-
Total assets recognised at fair value			-
Financial liabilities
Warrants liability			-
Total liabilities recognised at fair value			-

All values are in US Dollars.

Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Company as at 31 December 2025: (Unaudited)

	At amortised cost	Fair value through profit or loss	Fair value through OCI

Financial assets
Trade and other receivables
Total current assets
Restricted cash
Total non-current assets
Total assets

All values are in US Dollars.

	At amortised cost	Fair value through profit or loss

Financial liabilities
Trade and other payables
Funding from related party
Warrants liabilities
Total current liabilities
Offtake prepayment
Total non-current liabilities
Total liabilities

All values are in US Dollars.

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CRITICAL METALS CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

FOR THE HALF YEARS ENDED 31 DECEMBER 2025 AND2024 (UNAUDITED)

Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Company as at 30 June 2025: (Audited)

	At amortised cost	Fair value through profit or loss	Fair value through OCI

Financial assets
Trade and other receivables
Total current assets
Restricted cash
Total non-current assets
Total assets

All values are in US Dollars.

	At amortised cost	Fair value through profit or loss

Financial liabilities
Trade and other payables
Funding from related party
Warrants liabilities
Total current liabilities
Offtake prepayment
Total non-current liabilities
Total liabilities

All values are in US Dollars.

20.	EVENTS AFTER THE REPORTING DATE

On January 21, 2026 the Company issued 210,000 shares to members of the Company’s advisory board for the total value of approximately $3.2 million.

On February 2, 2026 the Company issued 400,000 shares to suppliers of the Company in settlement of services provided to one of the Company advisors in connection with the marketing and investor relations agreement for the total value of approximately $5.0 million.

On March 5, 2026, the Company entered into an agreement (the “GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (together, “GEM”). The GEM Agreement provides that the Share Purchase Agreement, dated as of July 4, 2023, between the Company and GEM, as well as the three letter agreements thereto (as amended, the “GEM SPA”), has been terminated. In accordance with the GEM Agreement, GEM has exercised in full its warrant to purchase ordinary shares, par value $0.001 in the Company (“Ordinary Shares”), which was issued in February 2024. GEM will receive 1,409,624 Ordinary Shares as a result of its exercise of the warrant. The Company will also issue 2,744,062 Ordinary Shares to GEM for no additional consideration in a private placement exempt from the registration requirements of the Securities Act of 1933, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The Company is obligated under the GEM Agreement to file a registration statement for the resale of the 2,744,062 Ordinary Shares issued to GEM (the “Resale Registration Statement”). Subject to the terms of the GEM Agreement, if the Resale Registration Statement has not been 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 the Ordinary Shares. Refer to note 9 for further details.

No other matters or circumstances have arisen since the end of the reporting period which significantly altered or may significantly alter the operations of the Company, the results of those operations or the state of affairs of the Company in the period subsequent to 31 December 2025.

26	P a g e

Exhibit 99.3

The following supplements and updates the Risk Factors previouslydisclosed in our Annual Report on Form 20-F for the year ended June 30, 2025, filed with the SEC on October 6, 2025, as amended by AmendmentNo. 1 to Annual Report on Form 20-F, filed with the SEC on October 15, 2025.

Our issuance of additional capital stock in connection with financings,acquisitions, investments, share incentive plans, earnout provisions or otherwise may dilute our current stockholders and may and havea negative impact on the market price of our ordinary shares.

Our existing cash and cash equivalents may not be sufficient to meet our working capital needs in the future. Further, our estimates may prove to be inaccurate, and we could spend our capital resources faster than we currently expect. Additionally, changing circumstances, some of which may be beyond our control, could also cause us to spend capital significantly faster than we currently anticipate, and we may need to seek additional funding sooner than planned. Accordingly, we expect to issue additional shares in the future to fund our operations and working capital needs, which may result in dilution to other shareholders.

For example, we may issue up to an additional 6,778,838 Ordinary Shares (the “Earnout Shares”) to European Lithium Limited, our largest shareholder, in connection with the earnout provision contained within the Business Combination Agreement. Half of the Earnout Shares will become issuable if the volume weighted average price, or VWAP (as defined in the Business Combination Agreement), of Ordinary Shares trades above $15 dollars per share, and the other half are issuable if the VWAP for Ordinary Shares trades above $20 per share, in each case for any twenty trading days in any thirty day trading days during the five-year period following the consummation of the Business Combination. The Earnout Shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance of the Earnout Shares.

In addition, we have granted equity awards to employees, directors, and consultants under our share incentive plans and we may do so in the future. We also expect to raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. We have elected to comply with the Nasdaq home country corporate governance rules applicable to foreign private issuers, which means that we follow certain corporate governance rules that conform to requirements of the British Virgin Islands in lieu of many of the Nasdaq corporate governance rules. For example, among other things, we have opted out of the requirement that we obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions or private placements of securities. Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Please see “Item 16G. Corporate Governance.”

Any such issuances of additional shares may cause shareholders to experience significant dilution of their ownership interests and could have a negative impact on the market price of the Company ordinary shares and the Company’s ability to obtain additional financing in the future.

Our long-term success depends, in part, on our ability to negotiateand enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms.This may not occur or, should it occur, may not result in the appreciation of our share price similar of what other companies in our industryhave experienced following the announcement of such agreements.

Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target both civilian and military off-take customers and convert such contacts into meaningful orders or expand on current customer relationships. We do not currently have any revenue or definitive off-take or sales agreements with customers in place, other than our lithium Offtake Agreement with BMW. We have entered into four non-binding term sheets for the offtake of rare-earth concentrate extracted from the Tanbreez Project. These consist of (i) a letter of intent with Ucore Rare Metals Inc. (“Ucore”) dated as of August 26, 2025, a letter of intent with REalloys Inc. (“REalloys”) dated as of October 8, 2025, a joint venture development term sheet with Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L. (“FPCU”) dated as of December 9, 2025, and a memorandum of understanding with Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company (“TQB”) dated as of January 15, 2026. There can be no guarantee that we will enter into a binding agreement with Ucore, REalloys, FPCU, or TQB on terms favorable to the Company or at all. If we are unable to negotiate, finalize and maintain such agreements and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable to us, we will not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results and financial condition.

We anticipate that in some cases our products will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our products meet their performance requirements before they commit to meaningful orders. If our targeted customers do not commit to make meaningful orders, or at all, it could adversely affect our business, prospects and results of operations. Our customers may require protections in the form of price reductions and similar arrangements that allow them to require us to deliver additional product or reimburse them for losses they suffer as a result of our late delivery or failure to meet agreed upon performance specification. Delays in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments, resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence of any of these events could harm our business, prospects, results of operations and financial results.

Even if we do enter into offtake and/or sales agreements, we may fail to deliver the product required by such agreements or may experience production costs in excess of the fixed price to be paid to us under such agreements. In December 2022, we entered into a long-term Offtake Agreement (the “Offtake Agreement”) with European auto manufacturer, BMW (“BMW”). The Offtake Agreement is conditioned upon the successful start of commercial production at the Wolfsberg Project and full product qualification and certification. Pursuant to the Offtake Agreement, on June 5, 2024, BMW made an advance payment of US$15.0 million to us, which is secured by a bank guarantee at Citi New York (the “BankGuarantee”) and is subject to be repaid through equal setoffs against battery grade lithium hydroxide delivered to BMW. The advance payment is not yet freely accessible to CRML, and the Company may only access the funds under certain conditions. Our business, results of operations and financial condition may be materially and adversely affected if we are unable to (i) realize the expected benefits under the Offtake Agreement; (ii) enter into similar agreements with other buyers; (iii) deliver the products required by such agreements; or (iv) experience costs in excess of the price set forth in such agreements.

There can be no assurance that we will deliver a definitive feasibilitystudy that supports the economic viability of the Tanbreez Project moving forward or that the assumptions used in the definitive feasibilitystudy to underpin the viability of the Tanbreez Project will remain true and correct in the future.

The Tanbreez Project is in the advanced exploration stage, and our planned principal operations have not commenced. There is currently no commercial production on our project area and we have not yet completed a definitive feasibility study for the Tanbreez Project. We expect to complete a definitive feasibility study for the Tanbreez Project by the end of 2026, but we could experience delays. Until that time, we cannot be confident that the mine will operate profitably. We have conducted preliminary drilling programs, which have returned positive results. However, results obtained from preliminary drilling programs are inherently less certain than data from a definitive feasibility study.

The business of exploring minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing profitable mining operations. In developing its mineral deposits, we will be subjected to an array of complex economic factors and accordingly there is no assurance that a positive definitive feasibility study or any projected results contained in a feasibility study of a mineral deposit will be attained. Additional potential problems that may prevent us from discovering any reserves of minerals on our project include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. Most of these factors are beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable. In addition, the estimation of mineral resources (as well as mineral reserves) is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.

We cannot assure you that the definitive feasibility study, if completed, will identify economically extractable minerals, nor can we make assurances regarding the quantity or grade of any mineralization we seek to extract. Our exploration prospects may not contain any reserves, and any funds spent on feasibility studies and exploration may be lost. Even for the mineral resource reported on the preliminary feasibility study, any quantity or grade of indicated resource must be considered as estimates only until the project is in operation. We do not know with certainty that economically recoverable HREEs exist on the Tanbreez Project area.

In addition, if the commodity prices change or there is a material change in ore parameter quality, grade and concentrate, recoveries may vary over the 28 years expected initial life of mine and could affect the project economics and viability of our properties.

Sales, or the perception of sales, of a substantial number ofour securities in the public market by our existing securityholders could cause the price of our Ordinary Shares and Public Warrants tofall.

The resale, or expected or potential resale, of a substantial number of our Ordinary Shares in the public market could occur at any time. For example, the Company’s registration statement on Form F-1 (subsequently amended to Form F-3 on April 23, 2025) registered for resale up to 100,312,567 Ordinary Shares, which constituted approximately 56.0% of our outstanding Ordinary Shares on a fully diluted basis as of March 13, 2026, on behalf of the selling securityholders named therein. Certain Ordinary Shares have been sold under such registration statement, but a significant number of shares remain unsold, including the Earnout Shares. In addition, the Company has filed registration statements in April 2025, October 2025, and February 2026 related to the potential resale of Ordinary Shares by other shareholders named therein. Such sales, or the perception that such sales could occur, could adversely affect the market price for our Ordinary Shares and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate.

We have concluded that there are significantdeficiencies in our internal control over financial reporting and we cannot assure you that additional sufficient deficiencies will notbe identified in the future. These significant deficiencies may not be timely remediated and general reputational harm could result orpersist, which could affect our business, operations and financial condition. The failure to implement and maintain effective internalcontrol over financial reporting could result in material misstatements in the financial statements, which could require us to restatefinancial statements, cause investors to lose confidence in the reported financial information and have a negative effect on the priceof our ordinary shares.

For the half year period ended December 31, 2025, the Company identified a material weakness related to valuation and accounting for copper powder acquired in the period, in addition to material weaknesses previously identified, which remained not remediated as of December 31, 2025.

Adverse global conditions, including macroeconomic slowdownsand recessions, and geopolitical instability, may negatively impact our financial results.

Global conditions, dislocations in the financial markets, inflation and increasing interest rates could adversely impact our business. The global macroeconomic environment has been and may continue to be negatively affected by, among other things, instability in global economic markets, increased trade tariffs and trade disputes, instability in the global credit markets, interest rates or even availability of credit, supply chain weaknesses, political tensions, instability in the geopolitical environment as a result of the war in Ukraine, U.S. military operations in Venezuela and Iran, and disputes between the U.S. and Europe related to the sovereignty of Greenland, and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets, which may adversely affect our business.

High interest rates in Europe, Australia, the U.S., or elsewhere could adversely affect our costs and earnings due to the impact those changes have on our variable-rate debt instruments.

A strong variation in the exchange rates between foreign currencies and the U.S. dollar could negatively affect our financial results, as a greater percentage of our sales and raw material purchases are not made in U.S. dollars. Furthermore, we could be adversely affected by negative economic conditions prevalent in the U.S. or other countries, even when economic conditions in such countries may differ significantly from economic conditions in Europe or Australia, as investors’ reactions to developments in any of these other countries may have an adverse effect on our securities. Consequently, the market value of our securities may be adversely affected by events taking place outside of Europe, Australia or the U.S.

Additionally, economic downturns and geopolitical challenges in regions of the world that are critical to our operations have in the past and could in the future cause supply chain and other disruptions that impact our business. For example, Russia’s and Ukraine’s conflict, and the possibility of retaliatory measures taken by the U.S. and NATO, the ongoing conflict in Israel, and the Houthi’s disruption to the movement of goods in the Red Sea have created global security concerns that could have a lasting adverse impact on regional and global economies.