Critical Metals Corp 6-K/A, filed Mar 19, 2025
Critical Metals Corp. (CRML)
About this 6-K/A
Critical Metals Corp filed this 6-K/A on March 19, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
(Amendment No. 1)
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 2025
Commission File Number: 001-41973
Critical Metals Corp.
(Exact name of registrant as specified in its charter)
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
This Amendment No. 1 on Form 6-K (this “Amendment”) amends the Report of Form 6-K furnished by Critical Metals Corp. (the “Company”) to the U.S. Securities and Exchange Commission on March 12, 2025 (the “Original Report”) in order to (i) replace Exhibit 23.1 to the Original Report with an updated consent of Agricola Mining Consultants Pty Ltd. and (ii) include certain information in this Amendment that is derived from the information contained in the Technical Report Summary related to the Tanbreez Rare Earth Project (the “Tanbreez Project”) filed with the Original Report.
Previously, on March 12, 2025, the Company announced that it obtained a technical report summary for its Tanbreez Project in Greenland (the “Tanbreez Technical Report Summary”) from Agricola Mining Consultants Pty Ltd. (the “Qualified Person”). The Tanbreez Technical Report Summary was filed as Exhibit 96.1 to the Original Report and is incorporated herein by reference. The consent of the Qualified Person is filed as Exhibit 23.1 to this Amendment and is incorporated herein by refence.
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 rare earth elements 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 includes two rare earth mineral sites: Tanbreez Fjord and Tanbreez Hill, hosted in a kakortokite unit estimated at 4.7 billion tonnes of inferred resources (a conceptual estimate of the mineralized unit). The initial mineral resource estimate shows the Tanbreez project containing approximately 44.87 million metric tons @ 0.38% Total Rare Earth Oxides (“TREO”), 1.39% ZrO2, 0.14% Nb2O5, comprising (i) 25.42 million metric tons @ 0.37% TREO of indicated resources and (ii) 19.45 million metric tons @ 0.39% TREO of inferred resources. For information regarding the assumptions and parameters used to estimate mineral resources on the Tanbreez Project, see Section 11 of the Tanbreez Technical Report Summary.
The information contained in this Amendment No. 1, except for Exhibit 99.1, is hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-280017) (including any prospectuses forming a part of such registration statement) 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.
1
EXHIBIT INDEX
| * | Previously filed. |
2
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 Executive Officer and Executive Chairman | |
Date: March 19, 2025
3
Exhibit 23.1
Critical Metals Corp (the “Company”)
c/- Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
19 March 2025
| Re: | S-K 1300 Technical Report Summary |
Agricola Mining Consultants Pty Ltd. (“Agricola”) is the authoring firm of the report titled “Independent Technical Assessment Report (ITAR) and S-K 1300 Technical Report Summary (TRS) on the Tanbreez Rare Earth Project in Greenland” dated 12 March 2025, regarding the mining property known as the Tanbreez Rare Earth Project (the “Project”), which was prepared in accordance the United States Securities and Exchange Commission (“SEC”) S-K regulations (Title 17, Part 229, Items 601 and 1300 to 1305) for the Company.
Agricola hereby consents to:
| ● | the inclusion in the Form 6-K/A dated March 19, 2025 (the “Form 6-K”) of references to its name in connection with the scientific and technical information contained in the Company’s news release dated March 13, 2025 and the Form 6-K announcing the results from exploration at the Project filed with the SEC; and |
| ● | the incorporation by reference of this consent, the use of its name and the TRS into the Company’s Registration Statements on Form S-8 (Reg. No. 333-280017) and Form F-1 (Reg. No. 333-278400). |
Agricola confirms that where its work involved a Mineral Resource or Mineral Reserve estimate, such estimates comply with the requirements for Mineral Resource and Mineral Reserve estimation under Subpart 1300 of Regulation S-K promulgated by the SEC.
Agricola also confirms that its representatives have read the disclosure in the Form 6-K and news release that relate to such information and the Project, and Agricola confirms such disclosure does not contain a misrepresentation.
For and on behalf Agricola
| By: | /s/ Malcolm Castle | |
| Name: | Malcolm Castle | |
| Title: | Consultant |