Critical Metals Amends 20-F, Adds Tanbreez Financials & Clawback Disclosure

Ticker: CRTMF · Form: 20-F/A · Filed: Oct 15, 2025 · CIK: 1951089

Sentiment: mixed

Topics: SEC Filing, 20-F/A, Critical Metals Corp, Tanbreez Mining, Financial Restatement, Clawback Policy, Mining Sector

Related Tickers: CRTMF, CRML, CRMLW

TL;DR

**CRTMF's 20-F/A is a necessary cleanup, but the lack of clawbacks on a prior restatement is a yellow flag for governance despite the Tanbreez financials.**

AI Summary

Critical Metals Corp. (CRTMF) filed an Amendment No. 1 to its Form 20-F for the fiscal year ended June 30, 2025, primarily to incorporate the financial statements of Tanbreez Mining Greenland A/S for the years ended December 31, 2024 and 2023, as required by Rule 3-09 of Regulation S-X. These financial statements were incorporated by reference from the Company's Form 6-K filed on March 28, 2025. The amendment also added disclosure related to Item 6.F., specifically addressing the Company's Clawback Policy for Erroneously Awarded Compensation. Critical Metals Corp. previously restated its financial statements for the year ended June 30, 2024, to correct an error. However, the Company concluded that no compensation was required to be recouped under its Clawback Policy because no Clawback Eligible Incentive Compensation was paid during the requisite look-back period. The filing confirms that as of June 30, 2025, the issuer had 104,912,853 ordinary shares, par value $0.001 per share, outstanding. The amendment does not affect other parts of the original filing or reflect events after October 6, 2025.

Why It Matters

This amendment provides crucial transparency for investors by finally incorporating the financial statements of Tanbreez Mining Greenland A/S, a key asset for Critical Metals Corp., allowing for a more complete valuation. The disclosure regarding the Clawback Policy, while indicating no compensation was recouped for the June 30, 2024 restatement, signals the company's adherence to regulatory requirements and corporate governance, which can build investor confidence. In a competitive critical minerals market, clear and complete financial reporting is paramount for attracting capital and maintaining market credibility against rivals like Rio Tinto or BHP, who operate with stringent reporting standards. Employees and customers benefit from a more stable and transparent company, reducing uncertainty.

Risk Assessment

Risk Level: medium — The restatement of financial statements for June 30, 2024, to correct an error, even without a clawback, indicates potential weaknesses in internal controls or reporting accuracy. While the company states no Clawback Eligible Incentive Compensation was paid, the underlying error itself suggests a medium risk of future financial reporting inaccuracies. The incorporation of Tanbreez financials is positive, but the need for an amendment highlights initial filing deficiencies.

Analyst Insight

Investors should scrutinize the newly incorporated Tanbreez financial statements (Exhibit 15.1) to assess the true value and performance of this key asset. While the clawback disclosure is positive for compliance, investors should monitor future filings closely for any further restatements or indications of internal control weaknesses, as the prior error suggests a need for caution.

Financial Highlights

debt To Equity
N/A
revenue
N/A
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
N/A
eps
N/A
gross Margin
N/A
cash Position
N/A
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

Why did Critical Metals Corp. file an Amendment No. 1 to its Form 20-F?

Critical Metals Corp. filed Amendment No. 1 to its Form 20-F to incorporate by reference the financial statements of Tanbreez Mining Greenland A/S for the years ended December 31, 2024 and 2023, as required by Rule 3-09 of Regulation S-X, and to add disclosure related to Item 6.F. regarding its Clawback Policy.

What is the significance of incorporating Tanbreez Mining Greenland A/S financial statements?

The incorporation of Tanbreez Mining Greenland A/S financial statements is significant because it provides investors with crucial financial data for a key asset, allowing for a more comprehensive understanding of Critical Metals Corp.'s overall financial health and operational performance, as mandated by Rule 3-09 of Regulation S-X.

Did Critical Metals Corp. recover any compensation under its Clawback Policy?

No, Critical Metals Corp. concluded that no compensation was required to be recouped under its Clawback Policy. This was because no Clawback Eligible Incentive Compensation was paid during the requisite look-back period, despite a prior restatement of financial statements for the year ended June 30, 2024.

What was the reason for the restatement of Critical Metals Corp.'s financial statements for June 30, 2024?

The filing states that Critical Metals Corp. restated its financial statements for the year ended June 30, 2024, to correct an error. The specific nature of the error is not detailed in this amendment but was addressed in the original Form 20-F filed on October 6, 2025.

What is the number of outstanding ordinary shares for Critical Metals Corp. as of June 30, 2025?

As of June 30, 2025, Critical Metals Corp. had 104,912,853 ordinary shares, with a par value of $0.001 per share, outstanding.

Where can investors find the financial statements of Tanbreez Mining Greenland A/S?

The audited financial statements of Tanbreez Mining Greenland A/S for the years ended December 31, 2024 and 2023, are provided as Exhibit 15.1 to this Amendment No. 1 on Form 20-F/A, incorporated by reference from Critical Metals Corp.'s Form 6-K filed with the SEC on March 28, 2025.

Who signed the Amendment No. 1 on behalf of Critical Metals Corp.?

The Amendment No. 1 was signed by Tony Sage, in his capacity as Executive Chairman of Critical Metals Corp., on October 14, 2025.

What is the trading symbol for Critical Metals Corp.'s ordinary shares and warrants?

Critical Metals Corp.'s ordinary shares trade under the symbol CRML, and its warrants trade under the symbol CRMLW, both on The Nasdaq Stock Market LLC.

Does this amendment reflect events occurring after the original filing date?

No, the Amendment No. 1 explicitly states that it does not reflect events occurring after the date of the Original Filing, which was October 6, 2025. It should be read in conjunction with the Original Filing and subsequent SEC filings.

What is Critical Metals Corp.'s jurisdiction of incorporation?

Critical Metals Corp. is incorporated in the British Virgin Islands, as indicated in the filing.

Risk Factors

Industry Context

Critical Metals Corp. operates in the critical minerals sector, which is vital for renewable energy and advanced technologies. The industry is characterized by significant capital requirements, long development cycles, and increasing geopolitical importance due to supply chain concerns. Companies in this space face intense competition for exploration rights, financing, and skilled personnel.

Regulatory Implications

The amendment highlights the company's ongoing efforts to comply with SEC reporting requirements, particularly Rule 3-09. Adherence to these regulations is crucial for maintaining market access and investor trust. Any future non-compliance could lead to increased scrutiny and potential sanctions.

What Investors Should Do

  1. Review Tanbreez Financials
  2. Assess Clawback Policy Disclosure
  3. Confirm Share Count

Key Dates

Glossary

Rule 3-09 of Regulation S-X
A U.S. Securities and Exchange Commission (SEC) regulation that requires companies to file separate financial statements for significant subsidiaries or affiliated companies if they are not consolidated into the parent company's financial statements. (Critical Metals Corp. is filing this amendment to comply with this rule by including the financial statements of Tanbreez Mining Greenland A/S.)
Form 20-F/A
An amended annual report filed by foreign private issuers with the SEC. The '/A' signifies an amendment to a previously filed document. (This filing is an amendment to Critical Metals Corp.'s annual report, primarily to add required financial information.)
Clawback Policy
A policy that allows a company to recover incentive-based compensation that was erroneously awarded to executives, typically due to financial restatements. (The amendment includes disclosure on the company's clawback policy, noting that no compensation was recouped as no eligible compensation was paid in the look-back period.)
Ordinary Shares
The basic form of stock that represents ownership in a corporation and entitles the holder to voting rights and dividends. (The filing states that Critical Metals Corp. had 104,912,853 ordinary shares outstanding as of June 30, 2025.)

Year-Over-Year Comparison

This filing is an amendment (20-F/A) to a previously filed 20-F. The key changes are the incorporation of Tanbreez Mining Greenland A/S's financial statements for 2024 and 2023, and the addition of disclosure regarding the company's Clawback Policy. The amendment does not alter other sections of the original filing or reflect post-October 6, 2025 events, meaning core financial performance metrics from the original 20-F remain unchanged by this specific amendment.

Filing Stats: 1,371 words · 5 min read · ~5 pages · Grade level 12.1 · Accepted 2025-10-14 20:02:43

Key Financial Figures

Filing Documents

F. Disclosure of a registrant's

Item 6.F. Disclosure of a registrant's action to recover erroneously awarded compensation. As indicated in the Form 20-F/A filed by the Company on October 6, 2025, the Company restated its financial statements for the year ended June 30, 2024 to correct an error. The Company's Policy for the Recovery of Erroneously Awarded Compensation (the "Clawback Policy") requires the repayment of certain erroneously awarded incentive-based compensation paid to current or former executive officers in connection with a restatement of financial statements if such compensation exceeded the amount that such executive officers otherwise would have received had it been determined based on the restated financial statements. No Clawback Eligible Incentive Compensation (as such term is defined in the Clawback Policy) was paid during the requisite look-back period and as a result, the Company concluded that no compensation is required to be recouped as a result of the restatement.

Financial Statements

Item 18. Financial Statements The financial statements of Tanbreez required by Rule 3-09 of Regulation S-X are provided as Exhibit 15.1 hereto and incorporated herein by reference.

Exhibits

Item 19. Exhibits List all exhibits filed as part of the registration Exhibit No. Description 12.1* CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2* CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1* CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2* CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1 Audited Financial Statements of Tanbreez Mining Greenland A/S for the yeasr ended December 31, 2024 and 2023 (incorporated by reference to Exhibit 99.1 to Critical Metals Corp's Form 6-K (File No. 001-41973), filed with the SEC on March 28, 2025). 15.2* Consent of Marcum LLP. * Filed herewith. 1

SIGNATURES

SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. Critical Metals Corp. Date: October 14, 2025 By: /s/ Tony Sage Name: Tony Sage Title: Executive Chairman 2

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