Business Context and Reporting Period
Critical Metals Corp. is a British Virgin Islands holding company focused on exploration and evaluation of critical-mineral projects. Its principal assets are the 92.5%-owned Tanbreez rare-earth project in Greenland and the Wolfsberg lithium project in Austria. The company has not commenced commercial production and has generated no mining revenue to date. The annual report covers the fiscal year ended June 30, 2026 and was prepared under IFRS as issued by the IASB.
- Ordinary shares and warrants trade on Nasdaq under CRML and CRMLW.
- Ordinary shares outstanding at June 30, 2026: 146,993,753.
- Tanbreez ownership increased from 42.0% to 92.5% in April 2026 through the issuance of 14.5 million CRML shares valued at approximately $165.0 million.
- Wolfsberg remains an exploration and evaluation project; management targets potential spodumene production in 2028 or 2029, subject to financing, approvals and lithium-market conditions.
Key Financial Metrics
| Metric | FY2026 | FY2025 |
|---|---|---|
| Revenue | No mining revenue | No mining revenue |
| Loss after tax | $228.2 million | $51.9 million |
| Basic and diluted loss per share | $1.87 | $0.56 |
| Net cash used in operating activities | $29.7 million | $14.5 million |
| Net cash used in investing activities | $37.0 million | $6.7 million |
| Net cash provided by financing activities | $163.2 million | $27.2 million |
| Cash and cash equivalents | $102.5 million | $7.3 million |
| Restricted cash | $15.4 million | $15.5 million |
| Total assets | $503.9 million | $171.7 million |
| Total liabilities | $135.9 million | $79.8 million |
| Warrant liability | $95.1 million | $40.9 million |
| Deferred exploration and evaluation assets | $344.0 million | $39.7 million |
The filing does not provide a meaningful operating margin because the company has no operating revenue. The FY2026 loss was materially affected by a $120.9 million loss from changes in warrant fair value, $66.0 million of share-based compensation, $15.5 million of listing expenses and $15.0 million of finance costs.
At June 30, 2026, current liabilities were $120.1 million, including $95.1 million of warrant liabilities, $19.2 million of trade and other payables and $5.7 million owed to European Lithium. Non-current liabilities included a $15.0 million BMW offtake prepayment and $0.8 million of related-party funding. The filing does not identify significant conventional bank debt.
Material Changes Versus the Prior Comparable Period
- Loss after tax increased by approximately $176.4 million, primarily due to the warrant fair-value loss, higher share-based compensation, listing expenses and higher finance costs.
- Cash increased by approximately $95.2 million, reflecting $145.0 million of share issuance proceeds and $23.4 million from warrant exercises, partly offset by operating and investing cash outflows.
- Operating cash outflows more than doubled to $29.7 million, while investing cash outflows increased to $37.0 million.
- Total assets increased by approximately $332.2 million, primarily from the Tanbreez acquisition and capitalized exploration and evaluation expenditure.
- Warrant liabilities increased by approximately $54.1 million, driven by new PIPE warrants and changes in fair value.
- Share-based compensation increased to $66.0 million from $30.6 million. The company granted 6.23 million restricted stock units and 7.47 million premium-vested options to directors, management and advisors.
- The company acquired 70% of 60 Degrees North ApS, a Greenland-based services provider, and acquired the MV Ocean Endeavour for €7.5 million to support Tanbreez logistics and accommodation.
- In May 2026, the company entered into a binding 15-year offtake agreement with REalloys for up to 15% of Tanbreez rare-earth concentrate production.
Guidance, Outlook, Commentary and Risks
- Going concern: Management and the auditor state that substantial doubt exists about the company’s ability to continue as a going concern within one year unless additional capital is raised. The financial statements nevertheless use the going-concern basis.
- Funding: Management expects to seek additional equity or debt financing, strategic partnerships, joint ventures, grants and government-backed financing. The U.S. Ex-Im Bank letter of interest for up to $120 million expired June 14, 2026; renewal is being pursued but is not assured.
- Tanbreez: Management expects to complete a definitive feasibility study by mid-2027. The Greenland license requires submission of exploitation and closure plans, financial security and a company guarantee, and commencement of exploitation by dates specified in the filing. The previous March 2025 PEA is no longer representative of the contemplated processing flowsheet; a replacement PEA is planned.
- Wolfsberg: A new definitive feasibility study remains dependent on funding. The project’s environmental-impact determination remains subject to an ongoing Austrian court process following a third-party appeal.
- BMW: The Wolfsberg BMW offtake agreement was terminated on August 17, 2026. The company expects to return the $15.0 million advance payment and release the related bank guarantee.
- European Lithium transaction: The proposed acquisition remains subject to shareholder, optionholder, court, minimum-cash and other conditions. The transaction may terminate if not completed by December 31, 2026. The exchange ratio ranges from 0.025 to 0.045 CRML shares per EUR share depending on CRML’s VWAP, creating uncertain dilution. A $12.0 million reimbursement fee or reverse reimbursement fee may apply in specified circumstances.
- Project-stage risk: Neither project has declared mineral reserves or commercial production. Mineral resources, including inferred resources, are estimates and do not demonstrate economic viability.
- Processing and permitting: The Tanbreez processing flowsheet remains conceptual and has not been validated at commercial scale. Development depends on permits, infrastructure, transportation, power, water, community support, commodity prices and further capital.
- Internal controls: Management concluded that disclosure controls and internal control over financial reporting were not effective. Four material weaknesses were identified, including financial-statement review, accounting for 60 Degrees North, accounting for Tanbreez consolidation and cybersecurity.
- Other risks: The filing highlights commodity-price volatility, dilution, warrant exercises, related-party transactions, geopolitical and trade risks, environmental liabilities, climate and weather exposure, litigation, cybersecurity threats and foreign-currency risk.
Important Facts for Investors to Verify
- Availability and expected life of the $102.5 million unrestricted cash balance after the BMW repayment and ongoing project expenditures.
- Timing, terms and dilution from future equity or debt financing and from the proposed European Lithium acquisition.
- Status of the U.S. Ex-Im Bank renewal application and any binding government or project-finance commitments.
- Completion timetable and economic conclusions of the replacement Tanbreez PEA and definitive feasibility study.
- Whether the Tanbreez conceptual flowsheet achieves commercially viable recoveries, costs and product specifications.
- Resolution of the Wolfsberg environmental-permitting appeal and funding for the Wolfsberg feasibility study.
- Final settlement terms for the approximately $13.0 million financial-advisor liability, which had not been documented in a definitive agreement at filing.
- Remediation of the four material weaknesses and whether additional control deficiencies or restatements arise.
- Market value, exercise activity and potential dilution associated with the $95.1 million warrant liability and approximately 20.1 million outstanding warrants.
- Conversion of mineral resources into mineral reserves, permitting progress and realistic production timing for both projects.