CRML to issue 2M shares for $20M ultra-high-purity copper deal

Rhea-AI Filing Summary

Critical Metals Corp. (CRML) has agreed to acquire 40kg of ultra-high-purity copper powder from Swiss Commodity Re Limited in an asset transaction. As consideration, the company will issue 2,000,000 ordinary shares, par value $0.001 per share, which the parties value at $20,000,000. The deal is expected to close within 10 business days of the November 21, 2025 agreement, subject to customary closing conditions. The shares will be issued in a private placement under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act. The disclosure is also incorporated by reference into several existing registration statements.

Insights

Equity & M&A Analyst

CRML is using $20M in stock to buy specialized copper powder.

Critical Metals Corp. is acquiring 40kg of ultra-high-purity copper powder from Swiss Commodity Re Limited by issuing 2,000,000 ordinary shares valued by the parties at $20,000,000. This is an all-stock asset purchase, so the company preserves cash while compensating the seller with equity.

The transaction is structured to close within 10 business days of November 21, 2025, subject to customary closing conditions, which means closing is not guaranteed until those conditions are met. The shares will be issued in a private placement relying on a Section 4(a)(2) exemption, so they are not registered at issuance and may be subject to resale limitations under securities laws.

The information is incorporated by reference into existing registration statements on Forms F-3, F-1, and S-8, which helps align the new disclosure with prior offerings and equity plans. Actual impact on ownership and dilution will depend on CRML's total shares outstanding and any future resale decisions by the seller, which are not detailed in this excerpt.

Form 6-K: How Foreign Companies Report to the SEC →

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 November 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

Asset Acquisition

On November 21, 2025, Critical Metals Corp. (the “Company”) entered into an Asset Sale Agreement (the “ASA”) with Swiss Commodity Re Limited (the “Seller”). Under the ASA, the Company purchased 40kg of ultra-high-purity copper powder from Seller in exchange for a total of 2,000,000 ordinary shares, par value $0.001 per share, of the Company (“Ordinary Shares”) valued by the Company and the Seller at $20,000,000. The transaction contemplated by the ASA is expected to close within 10 business days of execution and is subject to customary closing conditions. When issued at the closing, the Ordinary Shares will be issued in a private placement upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.

Incorporation by Reference

The information contained in this Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the Company’s registration statements registration statements on Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-1 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017).

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Critical Metals Corp., dated as of November 21, 2025

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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: November 25, 2025

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FAQ

What asset is Critical Metals Corp. (CRML) acquiring in this Form 6-K?

Critical Metals Corp. is acquiring 40kg of ultra-high-purity copper powder from Swiss Commodity Re Limited under an Asset Sale Agreement.

How is Critical Metals Corp. (CRML) paying for the copper powder asset?

The company will issue 2,000,000 ordinary shares, par value $0.001 per share, valued by the parties at $20,000,000 as consideration for the asset.

When is the Critical Metals Corp. asset acquisition expected to close?

The transaction is expected to close within 10 business days of the November 21, 2025 Asset Sale Agreement, subject to customary closing conditions.

Are the new Critical Metals Corp. shares registered with the SEC?

No. The 2,000,000 ordinary shares will be issued in a private placement relying on an exemption from registration under Section 4(a)(2) of the Securities Act.

Who is selling the copper powder asset to Critical Metals Corp. (CRML)?

The seller is Swiss Commodity Re Limited, which will receive the 2,000,000 ordinary shares of Critical Metals Corp. as consideration.

How does this Form 6-K relate to Critical Metals Corp.'s existing registration statements?

The information in this Form 6-K (excluding Exhibit 99.1) is incorporated by reference into the company’s registration statements on Forms F-3, F-1, and S-8 listed in the filing.