Critical Metals Corp 6-K, filed Dec 11, 2024
Critical Metals Corp. (CRML)
About this 6-K
Critical Metals Corp filed this 6-K on December 11, 2024.
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 December 2024
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
Resignation of Director
On December 8, 2024, Ms. Carolyn Trabuco resigned from the Board of Directors of Critical Metals Corp. (the “Company”), effective immediately. Ms. Trabuco’s resignation was not the result of any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies or practices.
Appointment of New Chief Financial Officer
On December 10, 2024, the Company announced its appointment of Mr. Steven R. Parkes as Chief Financial Officer, effective as of December 9, 2024. Ms. Melissa Chapman, who has served as Chief Financial Officer of the Company since the closing of its business combination in February 2024, will transition out of the role.
Mr. Parkes has over 30 years of diversified international financial management experience as a Chief Financial Officer for public, private equity backed and privately held companies. Following nine years in public accounting for PKF International in Australia, Mr. Parkes has been based in New York City where his career has spanned senior financial positions for global companies including RGP, WPP, Omnicom, Mach7 Technologies and USHealthConnect. Most recently, Mr. Parkes served as the Chief Financial Officer of US HealthConnect, Inc., a healthcare education and marketing firm, from September 2023 to September 2024. Prior to that, Mr. Parkes served as the Chief Financial Officer of March7 Technologies, a provider of enterprise medical imaging software and data management solutions, from 2021 to 2023. Mr. Parkes also served as a Board Advisor to Exeest, Inc., a company focused on the next-generation digital film market platform, from 2018 to 2022. Mr. Parkes is a Certified Public Accountant (CPA) and holds a Bachelor of Business Administration in Accounting from the University of Newcastle.
On December 10, 2024, the Company has issued a press release announcing the appointment of Mr. Parkes as Chief Financial Officer. A copy of this press release is furnished as Exhibit 99.1 herewith.
The information contained in this Report on Form 6-K (this “Form 6-K”), except for Exhibit 99.1, is hereby incorporated by reference into the Company’s registration statements on Form F-1 (File No. 333-278400) and Form S-8 (File No. 333-280017) (including any prospectuses forming a part of such registration statements) 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.
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Exhibit No. |
Description of Exhibit | |
| 99.1 | Critical Metals Corp. Appointment of CFO. |
1
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 |
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Date: December 10, 2024
2
Exhibit 99.1
Critical Metals Corp. Appointment of CFO and Board Transition
New York, NY – December 10, 2024 – Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp”), a leading mining development company focused on critical metals and minerals and producing strategic products essential to electrification and next generation technologies for Europe and its western world partners, today announced the appointment of Mr. Steven R Parkes as Chief Financial Officer following the agreed transition of Ms. Melissa Chapman from the role, effective 9 December 2024. The Company also announced that Ms. Carolyn Trabuco has stepped down from her position as an Independent Director of the Board.
Ms. Chapman, based in Australia, has been serving as Interim Chief Financial Officer since Critical Metals Corp commenced trading on the Nasdaq in February 2024. The Board of Critical Metals Corp would like to thank Melissa for her valuable contribution during the listing process, especially navigating the long hours faced with the time zone issues.
Mr. Parkes has over 30 years of diversified international financial management experience as a CFO for public, private equity backed and privately held companies. Following nine years in public accounting for PKF International in Australia, Mr. Parkes has been based in New York City where his career has spanned senior financial positions for global companies including RGP, WPP, Omnicom, Mach7 Technologies and USHealthConnect. His experience spanning both USA and Australian accounting standards will be invaluable moving forward.
Mr. Parkes is a Certified Public Accountant (CPA) which he earned in 2003. He also earned Bachelor of Business Administration in Accounting in 1996 from the University of Newcastle.
Separately, the Company announced that Ms. Carolyn Trabuco has stepped down from her position as an Independent Director of the Board to pursue other opportunities. Ms. Trabuco initially joined Critical Metals Corp’s Board as part of the Company’s successful business combination with Sizzle Acquisition Corp., where she served as a Director and helped guide the SPAC through its merger process. The Board extends its sincere gratitude to Ms. Trabuco for her significant contributions to Critical Metals Corp, particularly during the Company’s successful Nasdaq listing and subsequent strategic acquisitions. The Board has initiated a search process and expects to announce Ms. Trabuco’s successor in the near term.
About Critical Metals Corp.
Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next generation technologies for Europe and its western world partners. Its initial flagship asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable building block in an expanding geostrategic critical metals portfolio.
For more information, please visit https://criticalmetalscorp.com/.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
These forward-looking statements may include statements, among other things, relating to: general economic conditions and conditions affecting the industries in which the Company operates; expansion and other plans and opportunities, including expansion into other strategic assets; and other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Shell Company Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2024 and in the Company’s proxy statement/prospectus, dated December 27, 2023, as supplemented by that proxy statement/prospectus supplement No. 1, dated February 15, 2024, forming a part of Registration Statement on Form F-4 (File No. 333-268970), as amended, which was declared effective on December 27, 2023. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Critical Metals Corp.
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com
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