Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), 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, announced that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of approximately $22.5 million to the Company, before deducting placement agent fees and other offering expenses. The PIPE financing is expected to close on or about February 7, 2025, subject to customary closing conditions.
Under the terms of the securities purchase agreement, the Company is issuing an aggregate of approximately 4.5 million ordinary shares (the “PIPE Shares”) issued at an Offer Price of $5.00 per share and warrants to purchase ordinary shares (the “PIPE Warrants”), in an amount equal to 100% of the aggregate PIPE Shares, at a strike price of $7.00, each warrant with an expiry date of 4-years from Issue Date. The shares sold in the private placement are subject to resale registration rights.
Critical Metals Corp plans to use the funds raised to continue funding development across the Company’s two pre-production mining assets and to pay expenses of the Company and for other general corporate purposes.
In connection with the PIPE transaction, the Company agreed to remove anti-dilution provisions from certain senior convertible notes of the Company contemplated to be issued upon closing of the issuance of such notes. The description of the senior convertible notes transaction was previously announced by the Company in a Report of Foreign Private Issuer on Form 6-K on January 22, 2025.
“On the heels of the Chinese export ban of rare earth materials and U.S. President Trump’s interest in Greenland, Critical Metals Corp has accomplished another key milestone by securing additional funding to support the continued execution of our vision to become a leading supplier of critical minerals to the West,” said Tony Sage, CEO and Chairman of Critical Metals Corp. “Funds raised through the PIPE will support our efforts in developing both Tanbreez, a game-changing rare earth asset in Greenland, and our Wolfsberg Lithium Project, the first fully permitted lithium mine in Europe. We look forward to welcoming the support of our new investors with deep experience in the metals and mining arena, and delivering long-term value to all of our shareholders.”
Advisors
Jett Capital Advisors, LLC, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and EAS Advisors, LLC, acting through Odeon Capital Group LLC, acted as Placement Agents to Critical Metals Corp. in the Financing. White & Case LLP are legal advisors to Critical Metals Corp. Morgan, Lewis & Bockius LLP served as legal counsel to the financial advisors.
