Critical Metals Restates Financials, Cites Warrant Valuation Errors & Control Weakness

TL;DR

**CRTMF's restatement due to warrant valuation errors and a new material weakness screams 'avoid' until they prove they can count their own money.**

AI Summary

Critical Metals Corp. (CRTMF) filed a 20-F/A on October 6, 2025, to restate its audited consolidated financial statements for the fiscal years ended June 30, 2024, and June 30, 2023. The primary reason for the restatement was an error in the valuation of certain outstanding warrants issued to Polar as of February 27, 2024, and to Empery on June 17, 2024. Management initially used the Black-Scholes model with observable trading prices, but later determined that the observable price did not appropriately account for the impact of a lock-up period ending February 27, 2025, necessitating the use of non-observable inputs in accordance with IFRS 13. As a direct consequence of this restatement, management re-evaluated its internal control over financial reporting as of June 30, 2024, and concluded that an additional material weakness existed. This material weakness stems from a lack of controls for sufficient review of the completeness and accuracy of financial statements and disclosures. The company also highlighted substantial doubt about its ability to continue as a going concern without raising additional capital, operating in the high-risk mining exploration and development industry with no guaranteed commercial extraction from its Wolfsberg and Tanbreez projects.

Why It Matters

This restatement signals significant financial reporting issues for Critical Metals Corp., directly impacting investor confidence and the reliability of past financial disclosures. The identified material weakness in internal controls over financial reporting, specifically regarding the completeness and accuracy of financial statements, suggests a systemic problem that could lead to further inaccuracies. For employees and customers, this raises questions about the company's stability and operational integrity. In a competitive critical minerals market, such missteps can severely hinder the company's ability to secure crucial financing and partnerships, potentially affecting its long-term viability and market position.

Risk Assessment

Risk Level: high — The filing explicitly states, "Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital." This, coupled with the restatement of financial statements for two fiscal years (June 30, 2024, and June 30, 2023) due to warrant valuation errors and the identification of a new material weakness in internal controls over financial reporting, indicates severe financial and operational risks. The company operates in the high-risk mining exploration and development industry, with no guaranteed commercial extraction from its Wolfsberg and Tanbreez projects.

Analyst Insight

Investors should exercise extreme caution and consider divesting from CRTMF given the going concern warning, financial restatement, and identified material weakness in internal controls. Await clear evidence of successful capital raises, remediation of control deficiencies, and progress towards commercial extraction from their projects before reconsidering an investment.

Key Numbers

• $0.001 — Par value per ordinary share (As of June 30, 2024)
• 80,994,098 — Ordinary shares outstanding (As of June 30, 2024)
• $11.50 — Warrant exercise price (Per share for CRMLW warrants)
• 2024 — Fiscal year ended (One of the fiscal years for which financial statements were restated)
• 2023 — Fiscal year ended (One of the fiscal years for which financial statements were restated)
• 2025-02-27 — Lock-up period end date (Impacted warrant valuation for shares issued at merger)
• 2024-02-27 — Closing Date of Business Combination (When Critical Metals became publicly traded)
• 2024-06-30 — Date of internal control re-evaluation (When an additional material weakness was identified)

Key Players & Entities

• Critical Metals Corp. (company) — Registrant and issuer of the 20-F/A
• SEC (regulator) — Recipient of the 20-F/A filing
• Polar (company) — Recipient of warrants issued on February 27, 2024
• Empery (company) — Recipient of warrants issued on June 17, 2024
• Audit Committee (company) — Board committee that concluded financial statements should not be relied upon
• Nasdaq Capital Market (regulator) — Exchange where Critical Metals' shares and warrants are listed
• Sizzle Acquisition Corp. (company) — Party in the Business Combination
• European Lithium Limited (company) — Party in the Business Combination
• Wolfsberg Project (company) — Key mining exploration project
• Tanbreez Project (company) — Key mining exploration project

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern without raising additional capital. This is due to recurring net losses and negative operating cash flows, with losses after income tax of $139.4 million for the year ended June 30, 2024, and $5.5 million for the year ended June 30, 2023.
• Mining Project Development Risks [high — operational]: The company operates in the high-risk mining exploration and development industry with no guaranteed commercial extraction from its Wolfsberg and Tanbreez projects. Success is contingent on exploration, development, and eventual commercial viability, which are inherently uncertain.
• Material Weakness in Internal Controls [high — financial]: A material weakness in internal control over financial reporting was identified as of June 30, 2024, due to a lack of sufficient review controls for the completeness and accuracy of financial statements and disclosures. This led to a restatement of financial statements for fiscal years 2024 and 2023.
• Warrant Valuation Errors [medium — financial]: Errors in the valuation of outstanding warrants issued to Polar and Empery necessitated a restatement of financial statements. The initial use of Black-Scholes with observable prices was deemed inappropriate due to the impact of a lock-up period, requiring non-observable inputs under IFRS 13.

Industry Context

Critical Metals Corp. operates in the highly speculative mining exploration and development sector. This industry is characterized by significant capital requirements, long development cycles, and inherent uncertainties in resource discovery and commercial viability. Companies in this space face intense competition for exploration rights, skilled personnel, and financing, with success heavily dependent on geological surveys, technological advancements, and commodity price fluctuations.

Regulatory Implications

The restatement of financial statements and the identification of a material weakness in internal controls highlight potential regulatory scrutiny. Investors and regulators will closely monitor the company's efforts to remediate these control deficiencies and improve financial reporting accuracy. Failure to address these issues could lead to further compliance challenges and impact investor confidence.

What Investors Should Do

1. Monitor Capital Raising Efforts
2. Assess Remediation of Material Weakness
3. Evaluate Project Development Milestones

Key Dates

• 2024-06-30: Fiscal Year End and Internal Control Re-evaluation — Financial statements for this year were restated, and an additional material weakness in internal controls was identified.
• 2023-06-30: Fiscal Year End — Financial statements for this year were restated due to warrant valuation errors.
• 2025-02-27: Lock-up Period End Date — This date's impact on warrant valuation was initially overlooked, leading to the restatement.
• 2024-02-27: Closing Date of Business Combination — The date Critical Metals Corp. became publicly traded, marking the transition for European Lithium AT (Investments) Limited.
• 2024-10-06: Filing of 20-F/A — The company filed an amended annual report to restate its financial statements for fiscal years 2024 and 2023.

Glossary

20-F/A

An amended annual report filed by foreign private issuers with the U.S. Securities and Exchange Commission (SEC). It is used to correct or supplement information previously filed in a Form 20-F. (This filing contains the restated financial statements and updated risk disclosures for Critical Metals Corp.)

IFRS 13

An International Financial Reporting Standard that provides guidance on how to measure fair value when required or permitted by IFRS. It emphasizes the use of observable inputs where possible. (The standard was relevant to the warrant valuation error, as it dictated the use of non-observable inputs when observable prices were insufficient.)

Black-Scholes model

A mathematical model used for pricing options. It relies on observable inputs like stock price, strike price, time to expiration, and volatility. (This model was initially used for warrant valuation but was deemed inappropriate due to the impact of a lock-up period, which required non-observable inputs.)

Material Weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (The company identified an additional material weakness related to financial statement review, leading to the restatement.)

Going Concern

A business's ability to continue operating for the foreseeable future without the threat of liquidation. Substantial doubt about a company's ability to continue as a going concern requires disclosure. (Critical Metals Corp. has substantial doubt about its ability to continue as a going concern without additional capital.)

Year-Over-Year Comparison

The 20-F/A filing indicates a significant negative shift compared to prior periods, primarily due to a substantial net loss of $139.4 million for the fiscal year ended June 30, 2024, compared to a loss of $5.5 million in the prior year. This restatement also revealed a material weakness in internal controls, a new risk factor not previously highlighted to this extent. The company's going concern status is now explicitly in doubt, a critical development absent in previous assessments.

Key Financial Figures

• $0.001 — registered Ordinary shares, par value $0.001 per share CRML The Nasdaq Stock Market
• $11.50 — ordinary share at an exercise price of $11.50 per share CRMLW The Nasdaq Stock Market
• $139.4 million — ave incurred losses after income tax of $139.4 million and $5.5 million for the year ended Jun
• $5.5 million — after income tax of $139.4 million and $5.5 million for the year ended June 30, 2024 and th

Filing Documents

• ea0257316-20fa1_critical.htm (20-F/A) — 2154KB
• ea025731601ex12-1_critical.htm (EX-12.1) — 10KB
• ea025731601ex12-2_critical.htm (EX-12.2) — 10KB
• ea025731601ex13-1_critical.htm (EX-13.1) — 4KB
• ea025731601ex13-2_critical.htm (EX-13.2) — 4KB
• ea025731601ex15-1_critical.htm (EX-15.1) — 2KB
• image_001.jpg (GRAPHIC) — 18KB
• image_002.jpg (GRAPHIC) — 31KB
• image_003.jpg (GRAPHIC) — 17KB
• image_004.jpg (GRAPHIC) — 30KB
• image_005.jpg (GRAPHIC) — 29KB
• image_006.jpg (GRAPHIC) — 41KB
• 0001213900-25-096245.txt ( ) — 10650KB
• crml-20240630.xsd (EX-101.SCH) — 163KB
• crml-20240630_cal.xml (EX-101.CAL) — 63KB
• crml-20240630_def.xml (EX-101.DEF) — 486KB
• crml-20240630_lab.xml (EX-101.LAB) — 849KB
• crml-20240630_pre.xml (EX-101.PRE) — 501KB
• ea0257316-20fa1_critical_htm.xml (XML) — 1482KB

RISK FACTORS

RISK FACTORS 1 ITEM 4. INFORMATION ON THE COMPANY 29 A. HISTORY AND DEVELOPMENT OF THE COMPANY 29 B. BUSINESS OVERVIEW 31 C. ORGANIZATIONAL STRUCTURE 49 D. PROPERTY, PLANT AND EQUIPMENT 49 ITEM 4A. UNRESOLVED STAFF COMMENTS 49 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 49 A. Components of Our Results of Operations 54 B. RESULTS OF OPERATIONS 56 C. LIQUIDITY AND CAPITAL RESOURCES 57 D. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 60 E. TREND INFORMATION 60 F. OFF-BALANCE SHEET ARRANGEMENTS 60 G. CRITICAL ACCOUNTING ESTIMATES 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 68 A. DIRECTORS AND SENIOR MANAGEMENT 68 B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 69 C. BOARD PRACTICES 70 D. EMPLOYEES 72 E. SHARE OWNERSHIP 72 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 72 A. MAJOR SHAREHOLDERS 72 B. RELATED PARTY TRANSACTIONS 73 C. INTERESTS OF EXPERTS AND COUNSEL 75 ITEM 8. FINANCIAL INFORMATION 75 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 75 B. SIGNIFICANT CHANGES 75 ITEM 9. THE OFFER AND LISTING 75 A. OFFER AND LISTING DETAILS 75 B. PLAN OF DISTRIBUTION 75 C. MARKETS 75 D. SELLING SHAREHOLDERS 75 E.

DILUTION

DILUTION 75 F. EXPENSES OF THE ISSUE 75 ITEM 10. ADDITIONAL INFORMATION 75 A. SHARE CAPITAL 75 B. MEMORANDUM AND ARTICLES OF ASSOCIATION 76 C. MATERIAL CONTRACTS 76 D. EXCHANGE CONTROLS 76 E. TAXATION 76 F. DIVIDENDS AND PAYING AGENTS 82 G. 82 H. DOCUMENTS ON DISPLAY 82 I. SUBSIDIARY INFORMATION 83 J ANNUAL REPORT TO SECURITY HOLDERS 83 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 83 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 83 i PART II 84 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 84 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 84 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 84 ITEM 16. [RESERVED] 85 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 85 ITEM 16B. CODE OF ETHICS 85 ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES 86 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 86 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 86 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 86 ITEM 16G. CORPORATE GOVERNANCE 86 ITEM 16H. MINE SAFETY DISCLOSURE 87 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 87 ITEM 16J. INSIDER TRADING POLICIES 87 ITEM 16K. disclosure cybersecurity risk management, strategy, governance, and incident disclosure, cybersecurity 88 PART III 89 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 89 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 89 ITEM 19. EXHIBITS 89

SIGNATURES

SIGNATURES 92 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 ii EXPLANATORY NOTE We are filing this Amendment No. 1 on Form 20-F/A (the "Amendment") to amend our Annual Report on Form 20-F for the fiscal year ended June 30, 2024, which was originally filed with the U.S. Securities and Exchange Commission ("SEC") on October 30, 2024 (the "Original Form 20-F"). The purpose of this Amendment is restate our previously issued audited consolidated financial statements and related financial information in the Original Form 20-F. This Amendment also restates our previous conclusion and disclosure with respect to the effectiveness of our internal control over financial reporting. Restatement Background The Company's management, in consultation with the Audit Committee of the Board of Directors (the "Audit Committee"), concluded that the Company's previously issued audited financial statements (the "Affected Audited Financials") included within its annual reports on Form 20-F for the years ended June 30, 2024 and June 30, 2023 (the "Original 20-F") contain errors. The Audit Committee, based on the recommendation of, and after consultation with, the Company's management, further concluded that the Affected Audited Financials should no longer be relied upon. The Company is filing this Amendment No. 1 on Form 20-F/A (the "20-F/A") to restate the Affected Audited Financials for the years ended June 30, 2024 and June 30, 2023 included in the Original 20-F. The primary reason for the restatement relates to the Company's valuation of certain of its outstanding warrants. The Company's management had previously used the standard Black Scholes option pricing methodology for valuation of the warrants issued to Polar as of February, 27, 2024 and to Empery on June 17, 2024, and, as of June 30, 2024, used the observable trading price of the Company as of these dates for input in the model. However it was subsequently determined that prior to the end of the lock-up period o

, Item 3D, Risk Factors

Part I, Item 3D, Risk Factors

, Item 4, Information about

Part I, Item 4, Information about the Company

, Item 5, Operating and

Part I, Item 5, Operating and Financial Review and Prospects

, Item 8, Financial Information

Part II, Item 8, Financial Information

, Item 15, Controls and

Part II, Item 15, Controls and Procedures

, Item 19, Exhibits and

Part III, Item 19, Exhibits and Financial Statement Schedules In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). Investors should rely only on the financial information and other disclosures regarding the restated period in this Amendment or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to this period. See Note 2 to the consolidated financial statements, included in Part II, Item 8 of this Amendment, for additional information on the restatement and the related consolidated financial statement effects. Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Form 20-F. In addition, the information contained in this Amendment does not reflect events occurring after the Original Form 20-F and does not modify or update the disclosures therein, except to reflect the effects of the restatement. This Amendment should be read in conjunction with our other filings with the SEC. iii ABOUT THIS ANNUAL REPORT Except where the context otherwise requires or where otherwise indicated in this annual report (this " Annual Report "), the terms " Critical Metals ," the " Company ," " we ," " us ," " our ," " our company " and " our business " refer to the businesses of Critical Metals Corp., together with its consolidated subsidiaries as a consolidated entity. On February 27, 2024 (the " Closing Date "), we consummated the transaction contemplated by the business combination agreement, dated as of October 24, 2022, as amended as of January 4, 2023, July 7, 2023 and November 17, 2023

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary of Certain Risk Factors You should consider all the information contained in this Annual Report in deciding how to vote for the proposals presented in this Annual Report. In particular, you should consider the risk factors described under "Risk Factors" beginning on page 3. Such risks include, but are not limited to: Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital to meet our obligations in the near term. Our business operates in the mining exploration and development industry. The Wolfsberg Project and the Tanbreez Project are at the exploration and evaluation stage, and there are no guarantees that subsequent development of these projects into operating mines will occur or that such development will result in the commercial extraction of mineral deposits. In addition, even if an economic mineral deposit is mined, we may not realize profits from our development activities in the short, medium or long term. Our long-term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from our activities. Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms. This may not occur or, should it occur, may not result in the appreciation of our share price similar of what other companies in our industry have experienced following the announcement of such agreements. We may seek to raise funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Consequently, we

RISK FACTORS

RISK FACTORS Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under "Cautionary Note Regarding Forward-Looking Statements," you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report are not the only risks and uncertainties that we face. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and notes to the financial statements included herein. Unless the context otherwise requires, all references in this section to "European Lithium AT (Investments) Limited," or "ELAT" refer to European Lithium AT (Investments) Limited and its subsidiaries prior to the consummation of the Business Combination, which became the business of the Company and its subsidiaries upon consummation of the Business Combination. Risks Related to our Business and our Industry Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital to meet our obligations in the near term. Since its inception, we have incurred recurring net losses and negative cash flows from operating activities, and we have financed operations primarily through financing transactions conducted by EUR. We have incurred losses after income tax of $139.4 million and $5.5 million for the year ended June 30, 2024 and the year ended June 30, 2023, respectively. As of June 30, 202

View Full Filing

View this 20-F/A filing on SEC EDGAR