CRML — FY2026 Annual Report Analysis

Overview

Critical Metals Corp. (CRML) is a mining company that has not started mining. It owns 92.5% of Tanbreez, a rare-earth deposit in southern Greenland, and 100% of Wolfsberg, a lithium project in Austria. Neither produces anything yet, so the company has no revenue. Its annual report for the fiscal year ended June 30, 2026 (filed on Form 20-F on September 25, 2026, under international accounting rules, IFRS) is therefore a story about three things: how much money it raised, how much it spent and on what, and how much each shareholder's slice was diluted along the way.

The headline net loss of $228.2 million looks alarming next to last year's $51.9 million, but most of it is accounting rather than cash. The company actually used $29.7 million of cash running the business. The rest of the loss came mainly from a share-price-driven revaluation of warrants (−$120.9 million) and stock awards to directors and managers (−$66.0 million). The cash side changed far more: the company raised $163.2 million net from financing and ended the year with $102.5 million of unrestricted cash, up from $7.3 million. To get there, the number of shares in issue rose by about 40%.

At a glance

• $102.5 million of cash, up from $7.3 million. For the first time since listing, the company has a cash buffer that covers more than a year of last year's spending. Its auditor still flagged "substantial doubt" about its ability to keep going without more funding, because building either mine will cost far more than this.
• Shares in issue up 40%, from 104.8 million to 146.9 million. The money came from selling new shares, warrant exercises, and paying for assets in stock, including the 14.5 million shares that bought control of Tanbreez. Each existing share now owns a smaller slice of the company.
• $176.0 million of the $228.2 million loss involved no cash. That is the warrant revaluation net of a $10.9 million gain on retired warrants, plus share-based pay. The warrant charge grew because the share price rose to $10.25 at June 30, 2026, which made outstanding warrants more valuable to holders. That is a cost to existing shareholders, but not cash leaving the company.

Key figures

Operating margin is not meaningful for a company with no revenue and is omitted. The loss-per-share change is calculated on weighted average shares of 122.3 million (FY2026) vs 92.9 million (FY2025).

Takeaway: CRML turned a near-empty bank account into $102.5 million in one year and took control of Tanbreez, but paid for both largely with new shares. Its share count rose 40% and 20.1 million warrants remain outstanding. The next value test is project milestones, not earnings: the European Lithium vote on October 22, 2026, and the Tanbreez feasibility study, which the company expects by mid-2027.

Where the loss came from

Because nothing is being sold, the income statement is a list of costs plus some large accounting revaluations. The biggest lines in FY2026:

Spending on the projects themselves mostly doesn't appear in the loss. Under IFRS, drilling and study costs on a deposit can be capitalized, meaning recorded as an asset on the balance sheet rather than an expense. Only $0.27 million of exploration spending went through the income statement.

The big event of the year: taking control of Tanbreez

In April 2026, after Greenland's Mineral Resources Authority approved the transfer, CRML issued 14.5 million shares to the previous owner, Rimbal, for a further 50.5% of Tanbreez Mining Greenland. That took its stake from 42% to 92.5%. European Lithium holds the other 7.5%.

This one deal explains most of the balance-sheet change:

• The 50.5% stake was booked at $165.0 million, the value of the shares issued at CRML's share price on April 29, 2026. Because the earlier 42% stake ($111.5 million) was folded in too, Tanbreez is now consolidated, and the capitalized exploration asset rose from $39.7 million to $344.0 million. That figure reflects what CRML paid in its own stock. It is not an independent valuation of the deposit. The filing itself notes that an exploration asset "does not have a readily determined fair value."
• Tanbreez's 7.5% outside owner now shows up as a $24.1 million non-controlling interest in equity.

Around Tanbreez, the company also:

• Bought 70% of 60 Degrees North ApS, a services company with more than 100 staff in Qaqortoq, southern Greenland, which does drilling, construction and logistics ($5.4 million cash plus 150,262 shares).
• Bought the MV Ocean Endeavour, a former cruise ship that will serve as a floating base camp for the mine crew. Property, plant and equipment rose from $0.002 million to $16.8 million, with $9.8 million paid in cash during the year.
• Signed a binding 15-year offtake agreement with REalloys (May 24, 2026). An offtake agreement is a contract to buy future output. REalloys will take 15% of Tanbreez's annual rare-earth concentrate, priced off international benchmarks, with priority on material rich in dysprosium and terbium. The company calls this its only definitive sales agreement. The Ucore deal for up to 10,000 tonnes is still a non-binding letter of intent.

The definitive feasibility study (DFS) for a 500,000-tonne-per-year mining and processing operation is underway, with completion expected "by mid-2027". A DFS is the detailed engineering and cost study that lenders require before funding a mine. Greenland has also set deadlines on the exploitation licence: exploitation and closure plans due by September 30, 2026, financial security and a company guarantee by March 31, 2027, and the start of mining by September 30, 2029.

Wolfsberg: the lithium project has gone backwards

Wolfsberg was the original asset, and the year was a poor one for it:

• Permitting is stuck in court. In December 2024, the Carinthian state government ruled that no full environmental impact assessment was needed. Third parties appealed that ruling in 2025, and the administrative court sent it back for reassessment. CRML has appealed in turn, and the case is now before the federal court. Production is guided to "2028 or 2029, subject to the outcome" of that process.
• The BMW offtake is gone. On August 17, 2026, after the fiscal year ended, the BMW supply agreement for lithium hydroxide was terminated and the $15 million advance BMW paid in 2024 is to be returned. The money comes out of the $15.4 million of restricted cash (cash held against a bank guarantee), not the $102.5 million of free cash, so liquidity isn't hit directly. But the project no longer has a named customer.
• The DFS for Wolfsberg is being reworked, because lithium prices changed, planned output was raised, and a hydroxide plant is now planned in Saudi Arabia with the Obeikan joint venture.

Financing and dilution

Where the $163.2 million of financing came from:

The October 6, 2025 placement came with warrants to buy 10 million more shares at $7.00, running to 2031. At June 30, 2026, the company had 20.1 million warrants outstanding: 7.66 million public warrants at $11.50, and about 12.4 million investor and broker warrants at $7.00. That is roughly 14% on top of the current share count. Holders are likely to exercise the $7.00 ones when the share price is above $7.00. Each exercise brings in cash but issues more shares.

Shares were also used as currency all year: 14.5 million for Tanbreez, 4.15 million to settle with GEM, 2.0 million for a copper inventory (below), 2.5 million from vesting stock awards, and 0.5 million to a marketing supplier. More is coming:

• On October 1, 2026, CRML agreed to pay a former financial adviser $5.0 million in cash plus about 1.1 million shares to close out an earlier engagement. The $13.0 million liability was already on the June 30 balance sheet.
• The European Lithium (ASX: EUR) takeover, signed May 18, 2026, would be paid entirely in CRML shares. EUR is CRML's largest shareholder. EUR holders would get between 0.025 and 0.045 CRML shares per EUR share, with more CRML shares issued the lower CRML's 20-day average price is (the maximum ratio applies at $8.00 or below). The deal requires EUR to hold net cash and liquid assets of at least A$330 million, so CRML would be issuing shares partly to bring in that cash. It would also cancel CRML's obligation to issue up to 6.78 million earnout shares to EUR, and the shares EUR already owns would lose their votes and dividend rights. EUR's shareholders vote on October 22, 2026. If the deal fails in certain circumstances, either side may owe the other a $12 million fee.

What the headline numbers hide

• Cash burn is far smaller than the loss, but it is rising fast. Operating cash outflow was $29.7 million against a $228.2 million loss. Adding investing outflows of $37.0 million, the company used $66.7 million in total, up from $21.2 million. Of the investing spend, $20.1 million was funding for the Tanbreez joint venture before CRML took control, which won't recur in that form. Management says capital and operating spending "will increase significantly" from here.
• The balance sheet still has no going-concern comfort. The auditor's report carries a going-concern explanatory paragraph: substantial doubt that the company can keep operating without raising more money. Working capital, excluding liabilities that will be settled in shares, went from a $15.6 million deficit to a $79.6 million surplus. On our own rough arithmetic, $102.5 million less the $5.0 million adviser payment covers about 1.5 years of FY2026's total cash use. That number will shrink as the Tanbreez study and site work ramp up, and building either mine will need project financing that isn't arranged. The US Export-Import Bank's non-binding letter of interest for up to $120 million expired on June 14, 2026. The company says renewal is in progress.
• The $95.1 million warrant liability is not a debt. It is the market value of warrants that will be settled in shares. It inflates "total liabilities," but no cash goes out to settle it. If anything, exercises bring cash in. The real cost is dilution.
• A $15.8 million pile of copper powder. In December 2025, CRML issued 2.0 million shares for 40 kg of "ultra-high-purity copper powder", recorded at $15.8 million, the shares' value at $7.90 each. The company says there is "no observable market" for the material and has no plans to sell or use it within 12 months. That works out to about $395,000 per kilogram, set entirely by CRML's own share price. It is an unusual asset for a rare-earth developer, and its value is unverifiable from the filing.
• One-offs in both directions. The $15.5 million listing settlement, the GEM settlement in finance costs, and the $10.9 million warrant gain all relate to old financing and merger arrangements, not this year's operations. Stripping out the warrant items and share-based pay leaves a loss of about $52 million, up from about $21 million a year earlier. Most of that remaining gap comes from these deal-related settlements.

Outlook

The company gives no earnings guidance; for a developer, the milestones are the guidance:

• October 22, 2026: European Lithium's shareholder and option-holder votes. CRML expects implementation "in early the fourth quarter of 2026", with a December 31, 2026 end date unless both sides agree to extend.
• September 30, 2026 / March 31, 2027: Tanbreez licence deadlines for exploitation and closure plans, then financial security. The 20-F doesn't say whether the September plan was submitted.
• Mid-2027: the Tanbreez DFS, the first detailed estimate of what the mine would cost to build and earn.
• Wolfsberg: the federal court ruling on the environmental-assessment appeal, and whether a new lithium customer replaces BMW.

Our read: FY2026 changed CRML from a company scrambling for cash into one with about $100 million and control of its flagship deposit. The share count grew 40% to pay for it, and the EUR takeover would add more shares again. Until the Tanbreez DFS puts a construction cost and expected returns on the deposit, the $344 million asset value reflects what CRML paid in its own shares, not a proven mine. The company will almost certainly need to raise much more money, whether by selling shares, borrowing or project financing, before anything is built. With Wolfsberg tied up in court and without BMW, the company's prospects now rest largely on Tanbreez.

Source: Critical Metals Corp. Annual Report on Form 20-F for the fiscal year ended June 30, 2026 (filed September 25, 2026); Form 6-Ks of September 16 and October 2, 2026. Figures in US dollars under IFRS.