CRML · Critical Metals Corp.

Critical Metals Corp., a BVI business company, entered into a Securities Purchase Agreement dated April 21, 2026, for the private placement of its Ordinary Shares to accredited investors under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The Closing is scheduled for April 22, 2026, subject to standard conditions. The agreement includes comprehensive representations and warranties from the Company covering tax compliance, Sarbanes-Oxley adherence, internal controls, and IT systems, with its current auditor listed as CBIZ CPAs P.C. (previously Marcum LLP). Purchasers, acting as arm's-length investors, provided their own reps including accredited investor status and no reliance on non-public information beyond the disclosed terms. A companion Registration Rights Agreement mandates filing a resale registration statement within 30 days post-Closing, targeting effectiveness within 60-90 days, with liquidated damages of 1% per month for delays. Transfer restrictions apply until registration or Rule 144 eligibility (six months minimum), with legend removal provisions. The Placement Agent has no underwriting liability, and equal treatment among Purchasers is required. This financing supports general corporate needs amid potential dilution acknowledgment, with standstill restrictions on subsequent equity sales until a defined termination date.