Critical Metals Corp.

 

SECONDARY OFFERING OF

 

2,744,062 Ordinary Shares

 

This prospectus relates to the offer and sale from time to time, by the selling securityholder named in this prospectus (the "Selling Securityholder"), of up to 2,744,062 ordinary shares (each, an "Ordinary Share"), par value $0.001 per share, of Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands ("us," "we," "Critical Metals" or the "Company"). The Ordinary Shares were issued to the Selling Securityholder on March 5, 2026 pursuant to the terms of an agreement, dated as of March 5, 2026, between GEM Global Yield LLC SCS, GEM Yield Bahamas Limited (together, "GEM") and the Company (the "GEM Agreement"). The Ordinary Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. We are filing the registration statement of which this prospectus is a part to fulfill a contractual obligation to GEM under the GEM Agreement, as further described in this prospectus. 

 

The Selling Securityholder may offer all or part of the Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Shares are being registered to permit the Selling Securityholder to sell such shares from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholder may sell the Shares through ordinary brokerage transactions, in underwritten offerings, directly to market makers of our shares or through any other means described in the section entitled "Plan of Distribution" herein. In connection with any sales of the Shares offered hereunder, the Selling Securityholder, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). We are registering the Shares for resale by the Selling Securityholder, or their donees, pledgees, transferees, distributees or other successors-in-interest selling the Shares or interests in the Shares received after the date of this prospectus from the Selling Securityholder as a gift, pledge, partnership distribution or other transfer.

 

We will pay certain expenses associated with the registration of the Shares covered by this prospectus, as described in the section entitled "Plan of Distribution."

 

We will not receive any proceeds from the sale of Ordinary Shares by the Selling Securityholder pursuant to this prospectus.