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Critical Metals Corp Completes Stage 1 of the Tanbreez Acquisition, One of the World’s Largest Rare Earth Deposits

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Critical Metals Corp (Nasdaq: CRML) has completed Stage 1 of its acquisition of the Tanbreez Greenland Rare Earth Mine, one of the world's largest rare earth deposits. The company issued 8.4 million shares to acquire a 36.45% stake in Tanbreez Mining Greenland A/S, increasing its total interest to 42%. This strategic move positions Critical Metals Corp as a potential key supplier of rare earth elements for technology and defense applications in the Western world.

The transaction includes contingent milestones, with an option to increase CRML's stake to 92.5% if it invests $10 million in exploration within two years. The Tanbreez resource is estimated at 4.7 billion tonnes, including 28.2 million tonnes of total rare earth oxides, with over 25% being heavy rare earth elements. The acquisition is subject to further governmental approvals and customary closing conditions.

Critical Metals Corp (Nasdaq: CRML) ha completato la Fase 1 della sua acquisizione della miniera di terre rare Tanbreez in Groenlandia, uno dei più grandi giacimenti di terre rare al mondo. L'azienda ha emesso 8,4 milioni di azioni per acquisire una quota del 36,45% in Tanbreez Mining Greenland A/S, aumentando il suo interesse totale al 42%. Questa mossa strategica posiziona Critical Metals Corp come potenziale fornitore chiave di elementi di terre rare per applicazioni tecnologiche e di difesa nel mondo occidentale.

La transazione include traguardi contingenti, con un'opzione per aumentare la partecipazione di CRML al 92,5% se investirà 10 milioni di dollari in esplorazione entro due anni. Il giacimento di Tanbreez è stimato in 4,7 miliardi di tonnellate, incluse 28,2 milioni di tonnellate di ossidi di terre rare totali, con oltre il 25% composto da elementi di terre rare pesanti. L'acquisizione è soggetta ad ulteriori approvazioni governative e condizioni di chiusura abituali.

Critical Metals Corp (Nasdaq: CRML) ha completado la Fase 1 de su adquisición de la mina de tierras raras Tanbreez en Groenlandia, uno de los depósitos de tierras raras más grandes del mundo. La empresa emitió 8,4 millones de acciones para adquirir una participación del 36,45% en Tanbreez Mining Greenland A/S, aumentando su interés total al 42%. Este movimiento estratégico posiciona a Critical Metals Corp como un posible proveedor clave de elementos de tierras raras para aplicaciones tecnológicas y de defensa en el mundo occidental.

La transacción incluye hitos contingentes, con una opción para aumentar la participación de CRML al 92,5% si invierte 10 millones de dólares en exploración dentro de dos años. Se estima que el recurso de Tanbreez es de 4,7 mil millones de toneladas, incluyendo 28,2 millones de toneladas de óxidos de tierras raras totales, con más del 25% de elementos de tierras raras pesadas. La adquisición está sujeta a aprobaciones gubernamentales adicionales y condiciones de cierre habituales.

크리티컬 메탈스 코퍼레이션 (Nasdaq: CRML)은 세계에서 가장 큰 희토류 매장지 중 하나인 그린란드 탠브리즈 희토류 광산의 인수 1단계를 완료했습니다. 회사는 탠브리즈 마이닝 그린란드 A/S의 36.45% 지분을 인수하기 위해 840만 주를 발행하여 총 지분을 42%로 늘렸습니다. 이 전략적 움직임은 크리티컬 메탈스 코퍼레이션을 서방 세계의 기술 및 방위 응용 프로그램을 위한 주요 희토류 공급업체로 포지셔닝합니다.

거래에는 조건부 이정표가 포함되어 있으며, CRML이 2년 이내에 탐사에 1천만 달러를 투자하면 지분을 92.5%로 늘릴 수 있는 옵션이 있습니다. 탠브리즈 자원은 47억 톤으로 추정되며, 이 중 2820만 톤은 총 희토류 산화물로, 25% 이상이 중 희토류 요소로 구성됩니다. 인수는 추가적인 정부 승인 및 관례적인 종결 조건을 요구합니다.

Critical Metals Corp (Nasdaq: CRML) a terminé la Phase 1 de son acquisition de la mine de terres rares Tanbreez au Groenland, l'un des plus grands gisements de terres rares au monde. La société a émis 8,4 millions d'actions pour acquérir une participation de 36,45 % dans Tanbreez Mining Greenland A/S, portant son intérêt total à 42 %. Ce mouvement stratégique positionne Critical Metals Corp en tant que fournisseur potentiel clé d'éléments de terres rares pour des applications technologiques et de défense dans le monde occidental.

La transaction comprend des étapes conditionnelles, avec une option d'augmenter la participation de CRML à 92,5 % si elle investit 10 millions de dollars dans l'exploration dans les deux ans. La ressource de Tanbreez est estimée à 4,7 milliards de tonnes, avec 28,2 millions de tonnes d'oxydes de terres rares totaux, dont plus de 25 % sont des éléments de terres rares lourdes. L'acquisition est soumise à des approbations gouvernementales supplémentaires et à des conditions de clôture habituelles.

Critical Metals Corp (Nasdaq: CRML) hat die Phase 1 seiner Übernahme der Tanbreez Rare Earth Mine in Grönland abgeschlossen, einer der größten Vorkommen seltener Erden weltweit. Das Unternehmen hat 8,4 Millionen Aktien ausgegeben, um einen Anteil von 36,45% an Tanbreez Mining Greenland A/S zu erwerben, wodurch sein Gesamtinteresse auf 42% erhöht wurde. Dieser strategische Schritt positioniert Critical Metals Corp als potenziellen Schlüsselzulieferer seltener Erden für Technologie- und Verteidigungsanwendungen in der westlichen Welt.

Bei der Transaktion sind Bedingungsstufen vorgesehen, mit der Option, den Anteil von CRML auf 92,5% zu erhöhen, wenn innerhalb von zwei Jahren 10 Millionen Dollar in die Erschließung investiert werden. Die Ressource von Tanbreez wird auf 4,7 Milliarden Tonnen geschätzt, darunter 28,2 Millionen Tonnen Gesamtgehalte seltener Erden, von denen über 25% schwere seltene Erden sind. Die Übernahme steht noch unter dem Vorbehalt weiterer behördlicher Genehmigungen und üblicher Abschlussbedingungen.

Positive
  • Acquired 36.45% stake in Tanbreez, increasing total interest to 42%
  • Option to increase stake to 92.5% with $10 million investment in exploration
  • Tanbreez resource estimated at 4.7 billion tonnes, including 28.2 million tonnes of rare earth oxides
  • Over 25% of the resource comprises valuable heavy rare earth elements
  • Positions CRML as a potential key supplier of rare earth elements for Western markets
Negative
  • Issuance of 8.4 million shares may lead to dilution for existing shareholders
  • Additional $10 million exploration investment required within two years for increased stake
  • Acquisition subject to further governmental approvals and closing conditions

Insights

Critical Metals Corp's acquisition of a 36.45% stake in Tanbreez Mining Greenland A/S is a transformative event for the company. This move significantly strengthens Critical Metals' position within the rare earth element (REE) market, which is essential for modern technology and defense sectors.

Valuation Perspective: Issuing 8.4 million shares to acquire this stake indicates the management's confidence in Tanbreez's potential. This issuance dilutes existing shareholders but aligns the company's asset base with high-growth potential areas. The two-stage issuance strategy, contingent on exploration expenditure, offers a performance-based pathway for increasing stake, potentially leading to value creation if milestones are met.

Market Impact: The completion of Stage 1 can positively impact investor sentiment, boosting share prices as the acquisition progresses. Future share issuance tied to exploration targets also implies a controlled and phased dilution, mitigating immediate risks to shareholders.

The significance of the Tanbreez acquisition for Critical Metals Corp cannot be overstated. Tanbreez's deposits of both light and heavy rare earth elements are important for next-generation technologies, including electric vehicles, renewable energy solutions and advanced defense systems.

Strategic Importance: The differentiation of Tanbreez's resource, with over 25% heavy rare earth elements, positions Critical Metals uniquely within the supply chain, addressing Western reliance on China for these critical materials. This enhances supply security for essential industries and aligns with geopolitical strategies to diversify and secure critical mineral supply chains.

Technological Advancements: The extensive drilling and assay data, along with substantial bulk testing already completed, reduce the operational risk and provide a solid foundation for developing extraction and processing technologies. This positions Critical Metals to leverage advanced technologies effectively and accelerate project deployment.

From a market dynamics perspective, Critical Metals Corp's increased stake in Tanbreez is a strategic masterstroke. The rare earth market is characterized by high demand and limited supply, especially for heavy rare earth elements.

Market Positioning: By acquiring a controlling interest in one of the world's largest rare earth deposits, Critical Metals is well-positioned to become a key player in the global REE market. This move aligns with the growing demand for rare earth elements in tech and defense sectors, potentially leading to favorable market positioning and pricing power.

Investment Implications: The structured acquisition with investment contingencies ensures that funds are allocated efficiently towards exploration, potentially unlocking further value. Investors should watch for progress on these milestones as they will directly influence the company's growth trajectory and market valuation.

Long-Term Prospects: The involvement of Gregory Barnes and his team ensures continuity and expertise, which is important for the successful development of the project. The long-term outlook for Critical Metals looks promising given the strategic importance and scale of the Tanbreez deposit.

Critical Metals Corp Board of Directors Concludes Due Diligence on Tanbreez Acquisition; Critical Metals Corp Issues 8.4 Million Ordinary Shares to Acquire 36.45% of Outstanding Shares of Tanbreez Mining Greenland A/S

NEW YORK, July 23, 2024 (GLOBE NEWSWIRE) -- 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 that it has completed Stage 1 of its recently announced plan to acquire a controlling interest in the Tanbreez Greenland Rare Earth Mine (the “Tanbreez Project”) from Rimbal Pty Ltd., a company controlled by geologist Gregory Barnes (“Rimbal”).

In exchange for a 36.45% interest in Tanbreez Mining Greenland A/S (“Tanbreez”), Critical Metals Corp issued 8.4 million CRML shares to Rimbal. This transaction builds on Critical Metals Corp’s previously announced initial acquisition of a 5.55% stake in Tanbreez in exchange for an investment of $5.0 million in Rimbal, increasing the Company’s total interest in Tanbreez to 42%.

“The successful completion of Stage 1 reflects another pivotal milestone in our strategic acquisition of Tanbreez,” said Tony Sage, CEO and Chairman of Critical Metals Corp. “Tanbreez is a game-changing rare earth asset for the West, an assessment supported by both our due diligence, including our visit to the project last week, as well as third-party evaluations. By acquiring Tanbreez, we are taking a key step towards positioning Critical Metals Corp as a reliable and long-term strategic supplier of both light and heavy rare earth elements to meet the escalating demand for these materials for technology and defense applications in the western world.”

The transaction, which has been structured as a two-stage issuance of Critical Metals Corp ordinary shares, incorporates contingent milestones, including specific exploration expenditure targets to be spent by Critical Metals Corp within a defined period of time. If Critical Metals Corp invests $10 million in exploration expense in Tanbreez within the next two years, Critical Metals Corp will have the option to increase its stake in Tanbreez to 92.5% by issuing additional ordinary shares to Rimbal with a value equal to $116 million at such time. The closing of the Stage 2 interest in Tanbreez is subject to other customary closing conditions, including additional governmental approvals by the Greenland government. European Lithium Ltd., Critical Metals Corp’s largest shareholder, will retain its 7.5% ownership in Tanbreez.

Critical Metals Corp has conducted due diligence on the asset, which was overseen by its Audit Committee comprised of independent members of its board of directors, and its S-K 1300 conversion is underway. A total of 414 drill holes and more than 366,000 assays have been conducted by Tanbreez since it acquired the asset, providing a rich database on the deposit's geology, geochemistry and rare earth element distribution. Substantial bulk testing by Tanbreez, totaling approximately 709 tonnes, further demonstrates the asset's key significant scale and underscores the depth of the work already completed.

Gregory Barnes and his Greenland-based team are expected to remain actively involved and engaged with Tanbreez, ensuring that the project benefits from their local expertise and deep understanding of the asset. Tanbreez management has estimated the resource at 4.7 billion tonnes, including 28.2 million tonnes of total rare earth oxides, with heavy rare earth elements comprising more than 25% of the resource, a notable differentiator for Tanbreez. 

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 ability to consummate the Stage 2 acquisition of the Tanbreez Project, the ability to achieve necessary governmental consents to consummate the Stage 2 acquisition of the Tanbreez Project, the benefits associated with the acquisition of the Tanbreez Project, the expected rare earth metal supply located in the Tanbreez Project, the ability of Critical Metals Corp to successfully integrate the Tanbreez Project into its existing business plan, 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.

Cautionary Note Regarding Estimates of Measured, Indicated and Inferred Mineral Resources

The information herein regarding the possible mineral resources with respect to the Tanbreez Project represent management’s current estimates of such resources. Estimates of the mineral resources at the Tanbreez Project are subject to considerable uncertainty. Such estimates are, or will be, to a large extent, based on metal prices and interpretations of geological data obtained from drill holes and other exploration techniques, which may not be indicative of future results. Additionally, the estimates of the Tanbreez Project do not indicate proven or probable reserves as defined by the SEC or Critical Metals Corp’s standards. The estimates are expected to be in compliance with the requirements on the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, December 2012 (the “JORC Code”) and have not been prepared in accordance with Regulation S-K 1300. Investors should note that the requirements of the JORC Code differ from the requirements of Regulation S-K 1300. A qualified person, as defined in Regulation S-K 1300, has not done sufficient work to classify the estimates as a current estimate of mineral reserves and mineral resources (as defined under Regulation S-K 1300) and, therefore, Critical Metals Corp is not treating the historical estimates of the Tanbreez Project as current compliant mineral reserve and mineral resource estimates. Critical Metals Corp has not been involved in the preparation of such estimates. There is no assurance that any estimates reported under the JORC Code will be the same as the mineral reserve or mineral resource estimates prepared under Regulation S-K 1300 standards. Accordingly, you are specifically cautioned that the estimates of the Tanbreez Project may not be comparable to similar information made public by Critical Metals Corp or other companies subject to the reporting and disclosure requirements under Regulation S-K 1300.

Critical Metals Corp
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com


FAQ

What percentage of Tanbreez does Critical Metals Corp (CRML) now own after completing Stage 1 of the acquisition?

After completing Stage 1 of the acquisition, Critical Metals Corp (CRML) now owns a 42% stake in Tanbreez Mining Greenland A/S.

How many shares did CRML issue to acquire the 36.45% stake in Tanbreez?

Critical Metals Corp (CRML) issued 8.4 million shares to acquire the 36.45% stake in Tanbreez Mining Greenland A/S.

What is the estimated size of the Tanbreez rare earth deposit acquired by CRML?

The Tanbreez resource is estimated at 4.7 billion tonnes, including 28.2 million tonnes of total rare earth oxides, with over 25% being heavy rare earth elements.

What conditions must CRML meet to increase its stake in Tanbreez to 92.5%?

CRML must invest $10 million in exploration expenses in Tanbreez within the next two years to have the option to increase its stake to 92.5%.

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