CRML 20-F/A
Critical Metals Corp. (CRML)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
(Mark One)
OR
For the fiscal year ended
OR
OR
Commission File Number:
(Exact name of Registrant as specified in its charter)
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| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
c/o Maples Corporate Services (BVI) Limited
(Address of principal executive offices)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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EXPLANATORY NOTES
This Amendment No. 2 on Form 20-F/A (the “Amendment”) is being filed by Critical Metals Corp. (the “Company”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2025, originally filed on October 6, 2025, as amended by Amendment No. 1 to the Annual Report on Form 20-F, filed with the SEC on October 15, 2025 (as amended, the “Original Filing”).
This Amendment is being filed to (i) amend and restate the certain disclosures related to the Tanbreez Rare Earth Project (“Tanbreez”) in the sections titled “Business – Overview,” “Business – History and Development of the Tanbreez Project,” and “Description of the Tanbreez Project,” which are included in Item 4.B of the Original Filing, (ii) add a new subsection to the Business section titled “Business – Internal Controls and Procedures Related to Exploration and Mineral Resource Estimates,” as part of Item 4.B, and (iii) file the revised technical report summary related to the Tanbreez Rare Earth Project as Exhibit 16.1 to this Amendment (which report will replace the prior technical report summary related to the Tanbreez Rare Earth Project that was included as Exhibit 16.2 in the Original Filing). The amended disclosures described in clauses (i) and (ii) above are provided below. The updated technical report summary described in clause (iii) above and filed with this Amendment does not reduce or expand the previously announced mineral resources related to the Tanbreez Project.
This Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.
Item 4.B. Business Overview
BUSINESS
Unless otherwise indicated or the context otherwise requires, references in this section “we,” “us,” “our,” and other similar terms refer to European Lithium AT (Investments) Limited and its subsidiaries prior to the Business Combination and refer to the Company (including European Lithium AT (Investments) Limited) and its subsidiaries immediately following the consummation of the Business Combination.
Overview
We are a mining exploration and evaluation company focused on critical metals and minerals and producing strategic products essential to (i) the production of magnets for consumer and national defense-related purposes and (ii) electrification and next generation technologies for Europe and its Western world partners. 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 main efforts are focused on the exploration and evaluation of the Tanbreez Projected located in 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 (each as defined below), which was previously held by European Lithium immediately prior to the closing of the Business Combination.
As of June 30, 2025 (which is the fiscal year covered by this Annual Report), we held a 42% interest in the Tanbreez Project in Southern Greenland. On April 29, 2026, we announced the closing of the “Stage 2 Interest” in Tanbreez, which increased our ownership of Tanbreez to 92.5%. The Tanbreez Project in Greenland and the Wolfsberg Project in Austria are currently at the exploration and evaluation stage. Please see the sections entitled “—Description of the Wolfsberg Project”, “—The Weinebene and Eastern Alps Projects” and “Description of the Tanbreez Project” for additional information on the projects, respectively.
The Tanbreez Project, located in Southern Greenland, is a permitted, globally significant critical minerals asset positioned to unlock a sustainable, reliable and long-term rare earths supply for North America and Europe. Once operational, the Tanbreez Project is expected to supply REEs to customers in the western hemisphere to support the production of a wide range of next-generation commercial products, as well as demand from the defense industry. By centralizing the supply chain for critical metals, the Tanbreez Project is expected to provide secure, sustainable and reliable sources of critical metals, reducing the dependence of the western world partners on imports and bolstering their national security. As such, we expect this strategic rare earth asset to benefit from robust regulatory changes taking place in Europe and North America. Establishing a western focused supply chain for critical metals will be essential for everything from renewable energy to high-tech manufacturing to defense applications.
More specifically, the Tanbreez Rare Earth Project is one of the world’s largest hard rock rare earth elements (“REE”) deposits, located in southern Greenland near the town of Qaqortoq. The project is notable for its high concentration of heavy rare earth elements (“HREEs”), which are critical for high-tech applications, clean energy, and defence industries. Unlike other major REE deposits, Tanbreez contains very low levels of uranium and thorium, making it more environmentally and politically viable.
| ● | Deposit Type: Kakortokite (a layered igneous rock rich in HREEs) |
| ● | Kakortokite Estimate: -4.7 billion tonnes of REE-bearing mineralisation |
| ● | Heavy REE Content: -27% of Total Rare Earth Oxides (TREO) |
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| ● | Uranium & Thorium: Extremely low (avoiding nuclear regulatory issues) |
| ● | Location: Near Qaqortoq, southern Greenland, near a nearly finalized new international airport. |
| ● | The distance is only 12kms from the Tanbreez deposit to near Qaqortoq |
| ● | No ice or permafrost, temperature ranges from -5°C to 15°C which allows for all year mining |
| ● | Mining exploitation license granted for initial 500,000 tonnes per annum |
| ● | Deep water (70m) from edge of deposit to allow Pana-Max ships to easily access ore body |
| ● | There is no need for a port, Critical Metals Corp expects to leverage a maneuverable floating dock |
The Tanbreez Project is expected to possess greater than 27% heavy rare earth elements (“HREE”), which carry a much higher value than light rare earth elements. In an industry where competitors primarily target light rare earth elements (“LREE”), the Tanbreez Project is believed to be unique not only due to its significant size, but also because of its HREE asset mix.
The Wolfsberg Project is geographically located in a supportive region that we believe is the center of the growing European lithium battery and electric vehicle (“EV”) industry. The region boasts strong local infrastructure, located close to Graz and Klagenfurt airport, and is serviced by nearby railways and highways. Located nearby to the Wolfsberg Project are several planned giga factories that are to be built by battery suppliers and some of Europe’s leading automakers, seeking to satisfy the growing demand for lithium-ion batteries in the EV market. We believe the proximity of the Wolfsberg Project to potential resources, planned production operations, a strong local workforce and our potential customer base will allow us to deliver a valuable supply of lithium products, a key lithium-based compound in lithium-ion batteries, which is preferred by most EV manufacturers.
The Wolfsberg Project comprises 54 exploration licenses, which covers a total area of 1,133 hectares and a mining license over 20 mining areas occupying 86.7 hectare that lie within the exploration area.
We are aiming to commence spodumene production at the Wolfsberg Project in 2028 or 2029, subject to funding, relevant approvals by the Austrian government and the recovery of commodity prices for lithium and lithium products. Please see the section entitled “Risk Factors,” including “Risk Factors — Operating Risks” for a description of risks related to the Wolfsberg Project.
History and Development of the Tanbreez Project
The discovery of uranium at the northern end of the Tanbreez Project intrusion in the 1950’s resulted in two groups intensely exploring from 1960 to 1980. In the north, outside the current license, the Danish government was exploring for uranium and a cryolite mining company in the south, was exploring the eudialyte. This spurred on much activity, hundreds of papers, books, comparison with the large eudialyte deposits on the Kola Peninsula at Lovozero and Khibina. After the Danish government decided against going nuclear and the cryolite company decided to halt its zirconium research the exploration faded away in the 1970s.
Eudialyte Exploration 1985 to the Present
Exploration of the zirconium-rich kakortokites continued in 1985, when the Danish company A/S Carl Nielsen obtained an exclusive license to carry out exploration centered around the exposed kakortokites and the adjacent marginal pegmatite in the southern part of the complex. The thickest layer of red kakortokite, layer +16, was examined in two drill holes in 1986. During 1987, potentially economic eudialyte-rich parts of the marginal pegmatite, kakortokites and Naujaites within the concession area were mapped and sampled, and samples of the marginal pegmatite were metallurgically tested.
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In 1987, the Canadian company Highwood Resources Ltd. was granted permission to explore areas be-ween the fjords Tunulliarfik and Kangerluarsuk and carried out bulk sampling and drilling to test the feasibility of exploitation of eudialyte-rich rocks. This company was joined by Platinova Resources Ltd. and Aber Resources Ltd. In 1988 this group and A/S Carl Nielsen formed a joint venture, combining their mineral licenses. The main target was the exposed kakortokites, minor targets were the marginal pegmatites in the southern part of the complex. The joint venture co-operation was continued in 1990 with extensive drilling programs and metallurgical testing of potential ores from the southern part of the complex. At the end of this activity the Canadian partners and the Danish participants went through a period of restructuring resulting in Highwood Resources taking over all interests in the prospect at the end of 1992.
In 1992 the Danish company Mineral Development International A/S (MDI) obtained the exclusive right to explore the sodalite-rich Naujaites in the northern part of the complex. The aim was to investigate the possibilities of using sodalite as raw material to produce synthetic zeolites.
Several research projects involving colleagues from other countries have been supported by various foundations. The Danish Natural Science Research Council supported a Canadian Danish project aiming at a comparison of the mineralogy of Mont Saint-Hilaire, Quebec, with the Narssârssuk mineral occurrence associated with the Igaliko Complex, South Greenland, and the Ilímaussaq complex. The Danish company First Development International A/S in 1993 supported a Danish–Russian project consisting of an examination of the drill cores from the 1977 drilling program kept at the Risø National Laboratory. The aim was to find some of the water-soluble minerals discovered in the Khibina and Lovozero complexes. The drill cores are rich in villiaumite, but holes in the samples indicate that other water-soluble minerals have been dissolved during and after drilling. Only one of the Kola minerals was discovered, natrophosphate.
In 1994–1997 INTAS (International Association for the Promotion of Co-operation with Scientists from the Independent States of the Former Soviet Union) supported a Danish–French Russian Spanish research co-operation with the purpose of promoting comparative studies of the mineralogy of agpaitic nepheline syenites in Ilímaussaq, the Khibina and Lovozero complexes of the Kola Peninsula, and the Tamazeght complex, Morocco. Field work was carried out in Ilímaussaq in 1994, in Khibina and Lovozero in 1997 and in Tamazeght in 1999.
The Danish Natural Science Research Council in 1997 supported an Austrian Danish research project with the purpose of studying pegmatites and hydrothermal veins and the relations to their country rocks in the Ilímaussaq complex and at the Narssârssuk mineral locality associated with the Igaliko Complex in South Greenland.
Internal Controls and Procedures Related to Exploration and Mineral Resource Estimates
The Company maintains and is developing internal controls and procedures designed to ensure that exploration results, mineral resource estimates and related technical disclosures for its mineral properties, including the Tanbreez Rare Earth Project in Greenland and the Wolfsberg Project located in Carinthia, Austria, are prepared, reviewed and disclosed in accordance with Subpart 1300 of Regulation S-K and other applicable SEC requirements. These controls are intended to promote the accuracy, completeness and consistency of technical information disclosed to investors.
Management Oversight
Management of the Company is responsible for the oversight of exploration activities from technical disclosure related to its mineral properties, including the Tanbreez Project and the Wolfsberg Project. Management oversees the engagement of independent Qualified Persons (“QPs”), defines the scope of their work, and ensures that technical information included in SEC filings is reviewed and approved prior to disclosure. Management maintains ongoing communication with its QPs regarding exploration progress, data quality, estimation methodology, key assumptions and any changes in technical interpretations that may impact public disclosure.
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Qualified Person Involvement
For the Company’s mining properties, the Company engages independent Qualified Persons, as defined in Subpart 1300 of Regulation S-K, to prepare or supervise the preparation of mineral resource estimates and to review the underlying technical data. The Company’s internal controls require that any disclosure of mineral resources, exploration results or other material technical information for the Tanbreez Project and the Wolfsberg Project be approved or adopted as their own by a Qualified Person who takes responsibility for that information. Technical disclosure included in SEC filings is based solely on information reviewed and approved by the applicable Qualified Person.
Data Collection and Quality Control
Exploration data used in mineral resource estimation for the Tanbreez Project and the Wolfsberg Project is generated through drilling, sampling, assaying and geological logging programs conducted using industry standard procedures. The Company applies quality assurance and quality control (“QA/QC”) measures designed to identify potential errors or inconsistencies in sample collection, analytical results and data handling. These measures include the use of certified reference materials, blanks, duplicate samples and analyses performed by independent accredited laboratories. Historical exploration and assay datasets associated with the Tanbreez Project and Wolfsberg Project are constantly reviewed and validated to the extent necessary to support mineral resource estimation under Subpart 1300 of Regulation S-K.
Data Verification and Retention
The Company maintains controls over the storage, validation and retention of geological and analytical data for the Tanbreez Project and the Wolfsberg Project, including drill hole databases, assay certificates, geological models and supporting technical documentation. Independent Qualified Persons conduct data verification procedures as part of preparing or updating mineral resource estimates. Management is informed of any material limitations, assumptions or uncertainties identified during the verification process. The Company retains technical data in a manner intended to support future review, regulatory compliance and potential audits.
Review and Approval of Technical Disclosure
Prior to inclusion in SEC filings, technical information relating to exploration results, mineral resources or other material disclosures for the Tanbreez Project and the Wolfsberg Project is subject to internal review by management and external review by the applicable Qualified Person. The Company’s internal disclosure controls are designed to ensure that:
| ● | mineral resource classifications are properly determined and presented; |
| ● | cut off grades, commodity price assumptions, metallurgical recoveries, payability factors and points of reference are disclosed where required; and |
| ● | disclosures are consistent with the most recently filed technical report summary and do not include unsupported economic or forward looking conclusions. |
Consistency Across Public Communications
The Company is currently reviewing and updating its internal controls including procedures intended to promote consistency between technical information disclosed in SEC filings, press releases, investor presentations and other public communications relating to the Tanbreez Project and the Wolfsberg Project. These controls are intended to assist management to review material technical disclosures to confirm that mineral resource information is consistent with the applicable S-K 1300 technical report summary and complies with Subpart 1300 disclosure requirements. Additionally, the controls are intended so that any technical information that has not been reviewed or approved by a Qualified Person is not included in SEC filings.
Applicability to Other Properties
The internal controls and procedures described above are applied to all mineral properties that may become material to the Company, including any future exploration or development projects, and are designed to be scalable as the Company’s portfolio evolves.
Limitations
While the Company believes that its internal controls and procedures related to exploration and mineral resource estimation for the Tanbreez Project and the Wolfsberg Project are appropriate for its current stage of development, such controls are subject to evolution as exploration advances, additional properties are acquired or regulatory requirements change. The Company expects to update its internal controls and procedures as appropriate to reflect changes in its operations, technical practices or regulatory guidance.
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DESCRIPTION OF THE TANBREEZ PROJECT
Certain information that follows relating to the Tanbreez Project is derived from, and in some instances is an extract from, the Technical Report Summary (the “Tanbreez Technical Report Summary”) prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants. Portions of the following information are based upon assumptions, qualifications and procedures that are not fully described herein. Reference is made to the full text of the Tanbreez Technical Report Summary, which is included as an exhibit to this Annual Report. The Tanbreez Technical Report Summary covers only the Tanbreez Project and does not include any information or reserve estimates on the Preliminary Feasibility Study or the Wolfsberg Project and the Weinebene and Eastern Alps Projects.
Tanbreez Project Acquisition
On June 5, 2024, we entered into a binding Heads of Agreement (as subsequently amended and restated, the “Heads of Agreement”) with Rimbal Pty Ltd., a company controlled by geologist Gregory Barnes (“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 an additional 36.45% interest (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%. 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.
Under the original Heads of Agreement, the Company had the option to increase its stake in Tanbreez to 92.5% (the “Stage 2 Interest”) by making investments of up to $10 million in Tanbreez and issuing additional ordinary shares to Rimbal with a value equal to $116 million at such time. 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 amended the Heads of Agreement to, among other things, (i) remove the Company’s obligation to invest $10 million in Tanbreez as a condition to acquiring the Stage 2 Interest and (ii) upon approval from the Greenlandic Mineral Resources Authority (the “Greenland MRA”) of Rimbal’s transfer of Tanbreez to the Company, obligate the Company to issue 14,500,000 Ordinary Shares to Rimbal in exchange for the Stage 2 Interest.
On April 29, 2026, following approval by the Greenland MRA, the Company and Rimbal completed the issuance of the Stage 2 Interest and the other closing procedures contained within the Heads of Agreement (the “Stage 2 Closing”). 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.
As of June 30, 2025 (which is the fiscal year covered by this Annual Report), we held a 42% interest in the Tanbreez Project. As discussed above, on April 29, 2026, our ownership interest in Tanbreez increased from 42% to 92.5%. European Lithium, the Company’s largest shareholder, continues to retain its 7.5% ownership in Tanbreez.
Overview of the Tanbreez Project
The Tanbreez Project is a permitted, globally significant critical minerals asset positioned to unlock a sustainable, reliable and long-term rare earth supply for North America and Europe. Once operational, Tanbreez is expected to supply REEs to customers in the western hemisphere to support the production of a wide range of next-generation commercial products, as well as demand from the defense industry. The Tanbreez Project is expected to possess greater than 27% HREEs, which carry a much higher value than LREEs. In an industry where competitors primarily target LREE, the Tanbreez Project is believed to be unique not only due to its significant size, but also because of its HREE asset mix.
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The Tanbreez Project is located approximately 12 kilometers northeast of Qaqortoq in Southern Greenland. The Tanbreez Project is expected to have access to key transportation outlets as the project’s area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean. The outcropping ore body known as Kakortokite covers an area of 8 x 5 kilometers and is approximately 400m thick. Tanbreez is located in a mild part of Greenland with average temperatures ranging from 0 to -5°C in winter to 10 to 15°C in summer. The Tanbreez Project covers 1,800 hectares.
This foundational rare earth asset is expected to benefit from robust regulatory tailwinds in both Europe and North American and long-term secular trends for next-generation technology for both commercial and government applications. With China dominating more than 90% of the world’s rare earth assets, this acquisition would represent a strategic move for the Company as it continues to position itself as a leading supplier of critical minerals for the western world. By centralizing the supply chain for critical minerals and working with the Company and Rimbal, western countries can reduce their dependence on foreign imports, thereby bolstering their national security.
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Tanbreez Project Geological Map and MRE Resource locations
The Tanbreez deposit is classified as a peralkaline igneous Rare Earth Element (REE)-Zirconium (Zr) deposit, specifically hosted within the Ilímaussaq Alkaline Complex in South Greenland. It is enriched in TREO, tantalum, zirconium, niobium, and other critical metals. The formation setting is a Mesoproterozoic continental rift-related intrusion (Gardar Rift) and is estimated at ~1.16 billion years old.
The Tanbreez license, MIN 2020-54 is in southern Greenland. The regional capital, Qaqortoq, is 20 kilometers to the south and the regional airport of Narsarsuaq is being moved to approximately 12 kilometers south of the license. The major power line which is from hydro power passes 2 kilometers south of the license. The tenement has ample supply of fresh water.
Qaqortoq is the capital of the Kujalleq municipality in southern Greenland, located near Cape Thorvaldsen. it is the most populous town in southern Greenland with a population of approximately 3,500 people, and the fourth or fifth-largest town in Greenland. Qaqortoq Heliport operates year-round, linking Qaqortoq with Narsarsuaq Airport (a distance of 60 kilometers) and, indirectly, with the rest of Greenland and Europe. Feasibility assessments were underway regarding building a landing strip for fixed-wing aircraft.
Given the proximity of the Tanbreez rare earth deposit to Qaqortoq, the new airport could significantly enhance logistics and transportation for mining operations, offering more efficient routes for personnel and equipment.
The Tanbreez tenure is a Mineral Exploitation License, MIN 2020-54, in southern Greenland covering 18 kilometers. The regional capital, Qaqortoq, is 20 kilometers to the south and the regional airport of Narsarsuaq is being moved to approximately 12 kilometers south of the license. The major power line which is from hydro power passes 2 kilometers south of the license. The tenement has ample supply of fresh water.
The Tanbreez license contains general requirements to ensure compliance with existing transportation, security and closure plans, as well as to provide the Greenland government with periodic updates. The license does not require any associated royalty payments.
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Permitting Requirements
The permitting process for an exploitation license required for the initiation of mining activities involves the submission of an Environmental Impact Assessment (EIA) and a Social Impact Assessment (SIA). Both assessments require baseline studies and consultations with stakeholders with a strong emphasis on public hearings and reviews by the authorities. The outcome of this multi-stage process is the Impact Benefit Agreement (IBA) which forms the basis of the mining permit.
An EIA must be prepared when a company plans to exploit a mineral deposit following the routines described in the guidelines (Bureau of Minerals and Petroleum 2011). The EIA must cover the entire exploitation period from mine development before the mine starts until the closure of the mine including a subsequent monitoring period. Environmental studies must be able to predict impacts from the specific mining project and describe baseline conditions before areas are affected by construction and operations. Studies must cover some years before construction starts so that the annual and seasonal variations of environmental parameters are considered in the baseline description. The number of years needed to conduct the environmental studies will depend on the project and the site. Often 2–3 years of studies are needed in advance of the EIA report preparation.
Encumbrances
Qaqortukulooq (Hvalsey) contains 11 Norse and two Thule sites, including the best preserved Norse ruin in Greenland and the site of the last recorded mention of Europeans in Greenland in 1408 Hvalsey Viking Church ruins are situated approximately 11km south of the proposed mine. The church was the main cathedral for Greenland, and it is thought that the first church on this site was built in the 11th century by Thorkell Farserk, a relative of Eric the Red. The church and its surroundings have been designated a world heritage site. Around this the local community, the central government in cooperation with Tanbreez Mining have put up a buffer zone. The buffer zone recommended and accepted by all parties is the top of the rugged range with south flowing creeks in the heritage and buffer zone, and the north flowing creeks in the mining area. They are separated by rugged ranges which reach a height of approximately 1,000m, effectively isolating the UNESCO site from the mineral resource areas.
Accessibility
The current international airport is at Narsarsuaq, approximately 45km to the north, and an international Airport north of Qaqortoq was opened in 2026.
Access is also possible all year round by a boat via the fjords which offer protection from the weather. It is about a 45 minute trip from Qaqortoq, or about 10 minutes by boat from the new airport. In this part of Greenland, due to the warming effects of the gulf stream, the fjords usually do not freeze over, which typically allows access all year by sea.
History of the discovery & exploration
The discovery of uranium at the northern end of the intrusion in the 1950’s meant two groups were intensely exploring from 1960 to 1980. In the north, outside the current license, the Danish government was exploring for uranium and a cryolite mining company in the south, was exploring the eudialyte. This spurred on much activity, hundreds of papers, books, comparison with the large eudialyte deposits on the Kola Peninsula at Lovozero and Khibina. After the Danish government decided against going nuclear and the cryolite company decided to halt its zirconium research the exploration faded away in the 1970s.
Eudialyte Exploration 1985 to the Present
Exploration of the zirconium-rich kakortokites continued in 1985, when the Danish company A/S Carl Nielsen obtained an exclusive license to carry out exploration centered around the exposed kakortokites and the adjacent marginal pegmatite in the southern part of the complex. The thickest layer of red kakortokite, layer +16, was examined in two drill holes in 1986. During 1987, potentially economic eudialyte-rich parts of the marginal pegmatite, kakortokites and Naujaites within the concession area were mapped and sampled, and samples of the marginal pegmatite were metallurgically tested.
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In 1987, the Canadian company Highwood Re-sources Ltd. obtained permission to explore areas be-tween the fjords Tunulliarfik and Kangerluarsuk and carried out bulk sampling and drilling to test the feasibility of exploitation of eudialyte-rich rocks. This company was joined by Platinova Resources Ltd. and Aber Resources Ltd. In 1988 this group and A/S Carl Nielsen formed a joint venture, combining their mineral licenses. The main target was the exposed kakortokites, minor targets were the marginal pegmatites in the southern part of the complex. The joint venture co-operation was continued in 1990 with an extensive drilling program and metallurgical testing of potential ores from the southern part of the complex. At the end of this activity the Canadian partners and the Danish participants went through a period of restructuring resulting in Highwood Resources taking over all interests in the prospect at the end of 1992.
In 1992 the Danish company Mineral Development International A/S (MDI) obtained the exclusive right to explore the sodalite-rich Naujaites in the northern part of the complex. The aim was to investigate the possibilities of using sodalite as raw material to produce synthetic zeolites.
Several research projects involving colleagues from other countries have been supported by various foundations. The Danish Natural Science Research Council supported a Canadian Danish project aiming at a comparison of the mineralogy of Mont Saint-Hilaire, Quebec, with the Narssârssuk mineral occurrence associated with the Igaliko Complex, South Greenland, and the Ilímaussaq complex. The Danish company First Development International A/S in 1993 supported a Danish–Russian project consisting of an examination of the drill cores from the 1977 drilling program kept at the Risø National Laboratory. The aim was to find some of the water-soluble minerals discovered in the Khibina and Lovozero complexes. The drill cores are rich in villiaumite, but holes in the samples indicate that other water-soluble minerals have been dissolved during and after drilling. Only one of the Kola minerals was discovered, natrophosphate.
In 1994–1997 INTAS (International Association for the Promotion of Co-operation with Scientists from the Independent States of the Former Soviet Union) supported a Danish–French Russian Spanish research co-operation with the purpose of promoting comparative studies of the mineralogy of agpaitic nepheline syenites in Ilímaussaq, the Khibina and Lovozero complexes of the Kola Peninsula, and the Tamazeght complex, Morocco. Field work was carried out in Ilímaussaq in 1994, in Khibina and Lovozero in 1997 and in Tamazeght in 1999.
The Danish Natural Science Research Council in 1997 supported an Austrian Danish research project with the purpose of studying pegmatites and hydro-thermal veins and the relations to their country rocks in the Ilímaussaq complex and at the Narssârssuk mineral locality associated with the Igaliko Complex in South Greenland.
The Tanbreez Deposit
Tanbreez’s parent company as of June 30, 2025, Rimbal, took up the Tanbreez license in 2001 and the whole intrusion subsequently in 2005. It subsequently sold the northern part of the intrusion, including the previous uranium exploration areas to Greenland Minerals & Energy in 2007. Since then, that company has been able to establish a JORC deposit more than 1 billion tonnes of ore containing rare earth, uranium and zinc. In 2010 Rimbal transferred its initial license into the Greenlandic company, Tanbreez Mining, which, in 2012, applied for the Exploitation License, MIN 2020-54, that was granted in September 2020. Tanbreez is an anagram of the chemical symbols for tantalum (Ta), niobium (Nb), rare earths (REE) and zirconium (Zr) - Ta-Nb-REE-Z.
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The government of Greenland, and earlier Denmark, have completed several surveys of the region including Aerial magnetic survey, Aerial regional radiometric survey, Regional gravity survey and Regional geochemical survey.
Tanbreez has extended this with their own localized aerial magnetic, radiometric and topographic surveys. The aerial magnetic survey, radiometric survey and gravity survey do not show any anomalies on this license which was expected. With the radiometric surveys identifying the uranium and thorium anomalies associated with this deposit north of this license. No radiometric anomalies were located within the Tanbreez Project.
Exploration
The initial Mineral Resource Estimation was completed in 2016. The work was commissioned by Rimbal, a private Australian company and not required to make a public release. Assays for uranium demonstrate background levels, at 10-20 ppm. Thorium does not exceed 100 ppm. Neither appears to concentrate during processing and remain at background levels. The company believes it can sell the main co-products, arfvedsonite and feldspar, which is anticipated to offset much of the concentrate operating cost.
The Environmental Impact Assessment (EIA) and Social Impact Assessment (SIA) were presented to the government and on September 8, 2020 and Tanbreez Mining exploitation license and Impact Benefit Agreement (IBA) were signed, marking the official granting of the exploitation license (MIN 2020-54).
Early Exploration (Before 2000)
Initial geological surveys and sampling identified the presence of eudialyte, a mineral rich in zirconium, niobium, tantalum, and REEs, within the Ilímaussaq intrusive complex. These findings prompted further investigative efforts to assess the deposit’s potential.
Resource Delineation and Licensing (2000–2016)
Comprehensive drilling programs were conducted to delineate the deposit’s scale and composition. These efforts culminated in the Greenland government’s issuance of an exploitation license in August 2020, authorizing mining operations and marking a significant milestone in the project’s development.
Geological Exploration Drilling
Key highlights of the drilling campaigns related to the Tanbreez Project are as follows:
| ● | Early Exploration (2000s): Initial geological surveys and sampling confirmed the presence of eudialyte, a rare-earth-rich mineral. Early assessments indicated that the deposit contained significant heavy rare earth elements (HREEs) alongside zirconium, tantalum, and niobium. Highwood Resources and others drilled 296 drill holes into the area, many of those were less than 20 meters deep exploring the surface material. The holes are historical and insufficient details are available. |
| ● | 2007-2010: Targeted drilling programs were conducted to delineate the deposit’s scale and composition, supporting applications for mining licenses. Several drill holes were completed to establish a clearer picture of the deposit’s scale and mineral composition. These efforts supported Tanbreez Mining’s application for an exploitation license. Rimbal drilled 14 diamond holes in 2007 and 46 diamond holes plus 49 RC holes in 2010. |
| ● | 2013-2016: Additional drilling and metallurgical testing refined estimates of the deposit’s size and economic feasibility. Studies confirmed that approximately 30% of the total REEs at Tanbreez were heavy REEs, which are particularly valuable. Rimbal drilled 9 diamond holes in 2013. The overall drill database of 414 drill holes was used to compile a Mineral Resource Estimate and a Definitive Feasibility Study in 2016. 184 drill holes were included in the MRE assessment, including 66 valid holed drilled by Highwood. |
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| ● | 2017: This work and the Environmental Impact Assessment (EIA), Social Impact Assessment (SIA) and Impact Benefit Agreement (IBA) were presented to the government as an application for an exploitation licence. |
| ● | 2020: The Greenland government granted an exploitation license (MIN 2020-54), marking a transition from exploration to development. This was based on extensive prior drilling and feasibility studies. By 2020, Tanbreez was considered one of the world’s largest REE deposits, with over 4 billion tonnes of mineralized kakortokite. The focus then shifted toward securing investment and infrastructure for future mining operations. |
| ● | September 2024: A diamond drilling program commenced, consisting of 14 holes totaling up to 2,200 meters. The objective was to upgrade the resource to U.S. SEC standards and enhance potential mine throughput. |
| ● | October 2024: The Greenland Cabinet of Ministers granted an extension to the project’s exploitation license. The revised timeline requires submission of exploitation and closure plans by the end of 2025, provision of financial security by June 30, 2026, and commencement of mineral exploitation by the end of 2028. |
| ● | December 2024: Drilling activities led to the discovery of high-grade zones, including significant concentrations of gallium—an essential element for computer chips and defense applications. |
June 2025 Deep Resource Diamond Drilling above the Fjord Deposit designed to intersect the 2024 confirmation drilling
The September 2024 diamond drilling program was designed to optimize the resource for future production capacity and to extend the mine life of the Tanbreez Project. The program was conducted by the experienced Greenland drilling contractor, 60 North Greenland, and was supervised by a team of internationally acclaimed rare earths experts including Mr. Gregory Barnes, the founder of the Tanbreez Project, Mr. Hans Kristian Schønwandt, a former Deputy Minister of Mines for Greenland, and Mr. Ole Christiansen. These industry experts bring together an extensive knowledge of the Tanbreez deposit and over 40 years of experience in the development of mining projects from greenfield stage to production. The samples from the first hole have now been received from the laboratory.
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On August 7, 2025, the Company announced the appointment of NIRAS A/S (NIRAS), a globally leading multidisciplinary engineering and environmental consultancy based in Denmark, to complete a Definitive Feasibility Study (DFS) for a 500,000 metric tons per annum (Mtpa) mining and processing operation at the Tanbreez Project.
As of June 30, 2025, the book value of the Tanbreez Project is US$36.1 million, which represents the capitalized cost of exploration and evaluation activities undertaken for the project since its inception.
For more information regarding exploration and drilling on the Tanbreez Project, see Section 7 of the Tanbreez Technical Report Summary.
Mineral Resource Estimate
The Technical Report Summary related to the Tanbreez Project, which is included as Exhibit 16.1 to this Amendment, was prepared in accordance with Item 1300 of Regulation S-K as promulgated by the SEC.
A “mineral resource” is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. We have reported our mineral resources in accordance with Item 1300 of Regulation S-K, as part of our exploration and evaluation activities.
The mineral resources are not “mineral reserves” (as such term is defined in Item 1300 of Regulation S-K) and do not have demonstrated economic viability. The reported inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that all or any part of this mineral resource will be converted into Mineral Reserves.
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 square kilometers and of significant depth of approximately 350 meters, that covers a portion of the Tanbreez tenement.
Summary of Key Assumptions
The following table summarizes certain assumptions used by the qualified person in preparing the Technical Report Summary (as discussed in more detail in Section 11 of the Technical Report Summary):
|
Parameter |
Value | Basis | ||
| Cut-off Grade | 0.30% TREO | Economic analysis based on assumed costs and revenues | ||
| Metallurgical Recovery | 50–65% | Metallurgical test work results | ||
| Payability Factor | 70–85% | Typical market terms for REE concentrates | ||
| Bulk Density | 2.80 t/m³ | 258 measurements on fresh kakortokite core | ||
| Point of Reference | In-situ | Undiluted, original geological position | ||
| Mining Method | Open pit (conceptual) | Based on deposit geometry and depth | ||
| Processing Rate | 500,000 tpa | As per existing exploitation license |
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Commodity Pricing
The total rare earth oxide (TREO) basket price used in the resource estimation was US$11 – 14 per kilogram, which was derived from individual rare earth oxide prices. The individual REE prices used to derive the basket price are summarized in the tables below:
Individual Rare Earth Oxide Prices and Metal Splits
Rare Earth Oxide | Price (US$/kg) | Proportion of TREO (%) | Recovery Factor (%) | Payability Factor (%) | Contribution to Basket Price (US$/kg TREO) | |||||||||||||||
| La₂O₃ | 5.00 | 9.5 | 55 | 70–85 | 0.18–0.22 | |||||||||||||||
| CeO₂ | 3.50 | 18.2 | 55 | 70–85 | 0.24–0.30 | |||||||||||||||
| Pr₆O₁₁ | 65.00 | 2.4 | 58 | 70–85 | 0.63–0.77 | |||||||||||||||
| Nd₂O₃ | 75.00 | 9.3 | 60 | 70–85 | 2.93–3.56 | |||||||||||||||
| Sm₂O₃ | 15.00 | 1.8 | 58 | 70–85 | 0.11–0.13 | |||||||||||||||
| Eu₂O₃ | 35.00 | 0.3 | 55 | 70–85 | 0.04–0.05 | |||||||||||||||
| Gd₂O₃ | 45.00 | 2.1 | 60 | 70–85 | 0.40–0.48 | |||||||||||||||
| Tb₄O₇ | 1,200.00 | 0.4 | 62 | 70–85 | 2.09–2.54 | |||||||||||||||
| Dy₂O₃ | 250.00 | 2.5 | 62 | 70–85 | 2.72–3.30 | |||||||||||||||
| Ho₂O₃ | 85.00 | 0.5 | 60 | 70–85 | 0.18–0.22 | |||||||||||||||
| Er₂O₃ | 45.00 | 1.4 | 58 | 70–85 | 0.26–0.31 | |||||||||||||||
| Tm₂O₃ | 450.00 | 0.2 | 55 | 70–85 | 0.35–0.42 | |||||||||||||||
| Yb₂O₃ | 35.00 | 1.4 | 55 | 70–85 | 0.15–0.18 | |||||||||||||||
| Lu₂O₃ | 850.00 | 0.2 | 55 | 70–85 | 0.53–0.64 | |||||||||||||||
| Y₂O₃ | 8.00 | 7.0 | 58 | 70–85 | 0.23–0.28 | |||||||||||||||
| Total REO Contribution | 67.4 | 11.00–13.38 | ||||||||||||||||||
Additional Oxide Prices and Contributions
Oxide | Price (US$/kg) | Grade in Resource (%) | Recovery Factor (%) | Payability Factor (%) | Contribution to Basket Price (US$/kg TREO) | |||||||||||||||
| ZrO₂ | 4.50 | 1.75 | 50–65 | 70–85 | 0.28–0.43 | |||||||||||||||
| Nb₂O₅ | 45.00 | 0.07 | 50–65 | 70–85 | 0.11–0.17 | |||||||||||||||
| Ta₂O₅ | 250.00 | 0.01 | 45–60 | 70–85 | 0.01–0.02 | |||||||||||||||
| HfO₂ | 450.00 | 0.04 | 50–65 | 70–85 | 0.06–0.11 | |||||||||||||||
| Ga₂O₃ | 350.00 | 0.002 | 45–60 | 70–85 | 0.002–0.004 | |||||||||||||||
| Total Additional Oxide Contribution | 0.46–0.73 | |||||||||||||||||||
| Total Basket Price (REO + Additional Oxides) | 11.46–14.11 | |||||||||||||||||||
Note: Prices are indicative market prices as at the effective date of the Technical Report Summary (April 2026). Proportions are based on average grades from 2024–2025 drilling results. Recovery factors are based on metallurgical test work to date and represent expected ranges for the conceptual processing scenario. Payability factors represent typical terms for rare earth concentrates in current market conditions, with the range reflecting variability in contract terms, product specifications, and market conditions. Contribution to basket price is calculated as: Price × Proportion × Recovery Factor × Payability Factor. For additional oxides, contribution is expressed per kg TREO based on the ratio of oxide grade to TREO grade in the resource.
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Cut-off Grade
The cut-off grade for reporting the mineral resources discussed below is 0.30% TREO. The cut-off grade represents the minimum grade required for material to have reasonable prospects for economic extraction under the assumed technical and economic parameters. As discussed in the Technical Report, the qualified person considers the selected cut-off grade to be appropriate for a deposit of this type and scale. This cut-off grade was determined based on the following considerations:
| ● | Commodity price assumptions as detailed in the table above; |
| ● | Metallurgical recovery factors of 50–65% depending on element and process conditions; |
| ● | Payability factors ranging from 70% to 85% for LREO, HREO, and ZrO₂, reflecting typical terms for rare earth concentrates in current market conditions; |
| ● | Conceptual processing costs of US$45–55 per ton of material processed; |
| ● | Conceptual mining costs of US$8–12 per ton for open pit operations; and |
| ● | General and administrative costs of US$5–8 per ton processed. |
Point of Reference
Mineral Resources are reported on an in-situ basis prior to any mining dilution or recovery losses. The point of reference is the mineralized material in its original geological position, representing the tons and grade of the deposit before extraction.
Summary of Mineral Resource Estimate
The following table contains a summary of our mineral resource estimate (as of April 2026) based on our Technical Report Summary, which is included as Exhibit 16.1 to this Amendment. No mineral reserves were estimated for the Tanbreez Project.
Tanbreez Project Mineral Resource Statement
| Million | TREO | ZrO2 | Nb2O5 | Ta2O3 | HfO2 | Ga2O3 | ||||||||||||||||||||||
| Tons* | % | % | ppm | ppm | ppm | ppm | ||||||||||||||||||||||
| FJORD DEPOSIT | ||||||||||||||||||||||||||||
| Indicated Resource | 3.68 | 0.44 | 1.82 | 1,426 | 120 | 370 | 108 | |||||||||||||||||||||
| Inferred Resource | 5.80 | 0.42 | 0.97 | 805 | 55 | 191 | 90 | |||||||||||||||||||||
| TANBREEZ HILL | ||||||||||||||||||||||||||||
| Indicated Resource | ||||||||||||||||||||||||||||
| Upper | 1.34 | 0.47 | 1.47 | 1,060 | 64 | 265 | 114 | |||||||||||||||||||||
| Lower | 5.65 | 0.31 | 0.97 | 711 | 42 | 174 | 98 | |||||||||||||||||||||
| Subtotal | 6.99 | 0.34 | 1.06 | 778 | 46 | 191 | 101 | |||||||||||||||||||||
| Inferred Resource | ||||||||||||||||||||||||||||
| Upper | 0.39 | 0.4 | 1.18 | 890 | 52 | 211 | 108 | |||||||||||||||||||||
| Lower | 1.98 | 0.28 | 0.91 | 673 | 40 | 164 | 95 | |||||||||||||||||||||
| Subtotal | 2.37 | 0.3 | 0.95 | 709 | 42 | 172 | 97 | |||||||||||||||||||||
| * | Mineral resources in the table above are shown on a 42% basis, which reflects the Company’s interest in Tanbreez as of June 30, 2025 (the fiscal year covered by this Report). |
Note: See the discussion above in “Summary of Key Assumptions”, “Commodity Pricing” and “Cut-off Grade” for information related to cut-off grades and metallurgical recovery factors, among other things.
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The mineral resources shown in the table above are presented on a 42% basis, which reflects the Company’s interest in Tanbreez as of June 30, 2025 (the fiscal year covered by this Annual Report) was only 42%.
As discussed above, on April 29, 2026, the Company’s ownership interest in Tanbreez increased from 42% to 92.5% following the closing of the acquisition of the Stage 2 Interest. Accordingly, as of April 29, 2026, the mineral resource estimates attributable to the Company would increase to 92.5% of the total mineral resource reported in the Technical Report Summary, which is included as Exhibit 16.1 to this Amendment.
European Lithium, the Company’s largest shareholder, continues to retain its 7.5% ownership in Tanbreez. Accordingly, the mineral resource estimates attributable to European Lithium represent 7.5% of the total mineral resource reported in the Technical Report Summary, which is included as Exhibit 16.1 to this Amendment.
A portion of the mineral resource estimate reported for the Tanbreez Project is classified as “inferred.” Inferred mineral resources have a lower level of confidence than indicated mineral resources and are subject to the following additional considerations:
| ● | Inferred mineral resources are based on limited geological evidence and sampling; |
| ● | Inferred mineral resources are not sufficient to support detailed mine planning or definitive economic studies; |
| ● | It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with additional exploration; and |
| ● | There is no guarantee that inferred mineral resources will be converted to indicated or measured mineral resources through additional drilling. |
Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.
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 kilometers by 2.5 kilometers and has a total thickness of 270 meters to 350 meters. Based on initial results obtained from our recent drilling program, three high-grade zones have now been identified. These zones are 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 identification of these zones is a key milestone in the ongoing development of the project. The high-grade zones are:
| ● | Unit Zero – This unit is up to 5 meters thick and is located approximately 50 meters behind the proposed plant location. This unit represents a potential target for future exploration. |
| ● | Base of the Kakortokite – At this zone there is a metasomatic replacement by eudialyte of the underlying unit. The unit possesses a high-grade rare earth element material, which is located approximately 40 meters below the surface. |
| ● | Area G – This area, identified this year, spans over 1 km2 and contains extensive late-stage pegmatites and pegmatite scree. The area also holds high-grade ore in a zone that will adjoin the proposed road to the tailings area. There was a high concentration of Gallium discovered in this zone, with values reaching up to 147 ppm Ga2O3. |
Preliminary Economic Assessment
On March 31, 2025, we issued a press release relating to the Preliminary Economic Assessment (the “PEA”) on the Tanbreez Project. The PEA states that the Tanbreez Project is expected to have a Net Present Value (“NPV”) of approximately US$3 billion (approximately US$2.8 Billion to 3.6 Billion at discount rates of 15% and 12.5%, respectively, before tax) with an internal rate of return of approximately 180%. The NPV was calculated based off an initial Mineral Resource Estimate of 44.97 million metric tons of rare earth materials (indicated and inferred resources), which is approximately 1% of the 4.7 billion metric ton host rock. Other highlights include:
| ● | Phased Growth Strategy: Planned initial production ~85,000 tonnes per annum (“tpa”) of rare earth element; scalable to ~425,000 tpa with modular expansion. |
| ● | Permitted & ESG-Aligned: Granted exploitation license; low radioactivity and minimal environmental footprint. |
| ● | Strategic Location: Coastal site with deep-water fjord access and proximity to existing infrastructure, including environmentally friendly hydropower. |
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| ● | Western Supply Chain Partner: Positioned as a long-term supplier to United States’s and European Union’s critical mineral and defense sectors. |
| ● | Large-Scale HREE Project: Resource base of 45 million tonnes (indicated and inferred resources) at 0.40% total rare-earth oxide grades with 27% heavy rare earth elements (“HREE”). |
| ● | Fully Permitted: Mining license granted through 2050; low radioactivity mineralization and ESG-aligned development path. |
| ● | Modular Processing: Dry beneficiation to concentrate; hydrometallurgical refining planned in the United States or European Union. |
| ● | Logistical Advantage: Fjord-side location with year-round deep-water access; proximity to existing infrastructure. |
| ● | Strategic Supply Source: One of the few Western-aligned HREE sources; potential supply partner for United States’s and European Union’s critical materials strategy, and associated stockpiling of reserves. |
| ● | Low Capex to commence mining. |
| ● | Two easily separated by products available for sale (namely, feldspar and arvendsonite). |
| ● | Only 3% of waste material. |
Exploitation License Extension
On October 15, 2024, we announced that the Greenland Government granted an extension to certain deadlines under the Exploitation license of the Tanbreez Project (License No. 2020-54) to 2028. Under the new amendment, Tanbreez Mining Greenland A/S is required to submit its exploitation and closure plans by the end of 2025, provide financial security and a company guarantee by June 30, 2026, and commence the exploitation of minerals by the end of 2028.
Discovery of Gallium
Discovery of Gallium. The discovery of a significant amount of Gallium (at 147ppm Gallium Oxide Ga203) at Area G, further demonstrates the Tanbreez Project’s immense value. Gallium is a critical metal that is primarily produced as a by-product of bauxite mining, with additional sources from zinc smelters. 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 in all current sampling protocols and assess its potential as a viable by-product. The Company is currently conducting strategic metallurgical concentrate laboratory test work on Gallium confirming previous historical results and process route. Confirming assay results from the concentrates are expected to be published in October 2025. The distribution of Gallium and other REE’s into the 2 primary concentrate products Eudialyte and Arfvedsonite concentrates is well underway.
***
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Item 19. Exhibits
List all exhibits filed as part of the registration statement or annual report, including exhibits incorporated by reference.
| * | Filed herewith. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Critical Metals Corp. | ||
| Date: May 20, 2026 | By: | /s/ Tony Sage |
| Name: | Tony Sage | |
| Title: | Executive Chairman | |
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