As filed with the United States
Securities and Exchange Commission on June 6, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Critical
Metals Corp.
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands |
|
Not Applicable |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Critical
Metals Corp. 2024 Incentive Award Plan
Critical
Metals Corp. 2024 Employee Stock Purchase Plan
(Full
title of the plan)
Corporation
Services Company
251
Little Falls Drive
Wilmington,
Delaware 19809
(Name
and address of agent for service)
(302)
636-5400
(Telephone
number, including area code, of agent for service)
Copies
to:
Jason
A. Rocha
White
& Case LLP
609
Main Street
Houston,
Texas 77002
Tel:
(713) 496-9700
|
Maia
R. Gez
White
& Case LLP
1221
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 819-8200
|
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
Critical
Metals Corp. (the “Company” or the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”)
this registration statement on Form S-8 (this “Registration Statement”) to register under the Securities Act of 1933, as
amended (the “Securities Act”) (i) 9,073,988 ordinary shares, par value $0.001 per share (the “Ordinary Shares”),
of the Registrant reserved for issuance pursuant to the Critical Metals Corp. 2024 Incentive Award Plan (the “2024 Plan”);
and (ii) 1,814,297 Ordinary Shares reserved for issuance under the Critical Metals Corp. 2024 Employee Stock Purchase Plan (the “2024
ESPP”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
| * | As
permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The
documents containing the information specified in Part I of this Registration Statement will be sent or given to each participant in
the 2024 Plan or 2024 ESPP, as applicable, in accordance with Rule 428(b)(1). Such documents are not required to be and are not being
filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. |
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Company hereby incorporates by reference in this Registration Statement the following:
| ● | the
Company’s Prospectus filed on May 23, 2024, pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement
on Form F-1, as amended (File No. 333-278400),
which contains the Company’s audited financial statements for the latest fiscal year for which such statements have been filed; |
| ● | the
Company’s Shell Company Report on Form
20-F filed on March 4, 2024 (File No. 001-41973); and |
| ● | the
description of the Company’s Ordinary Shares, as contained under the heading “Description of Securities of Pubco” in
the Company’s registration statement on Form
F-4, initially filed with the Commission on December 23, 2022, as amended (File No. 333-268970), and any other amendment or report
filed for the purpose of updating such description. |
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding
the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms
and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to
the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to
be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
Company’s memorandum and articles of association, the BVI Business Companies Act (As Revised), and the common law of the British Virgin
Islands (the “BVI”) allow the Company to indemnify the Company’s officers and directors from certain liabilities. The Company’s
memorandum and articles of association provide that the Company may indemnify every director and officer of the Company, together with
every former director and former officer of the Company (each an “Indemnified Person”) out of the assets of the Company to
the fullest extent permissible under the BVI Business Companies Act (As Revised) and the laws of the BVI against any liability, action,
proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a
result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason
of their own actual fraud or willful default.
Under
the Company’s memorandum and articles of association, no Indemnified Person shall be liable to the Company for any loss or damage incurred
by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the
actual fraud or willful default of such Indemnified Person and no person shall be found to have committed actual fraud or willful default
for these purposes unless or until a court of competent jurisdiction shall have made a finding to that effect. In addition, the Company
has entered into indemnification agreements with each director of the Company.
The
Company may purchase and maintain insurance for the benefit of any director of the Company or officer of the Company against any liability
which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach
of trust of which such person may be guilty in relation to the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings.
| (a) | The
undersigned Registrant hereby undertakes: |
| (1) | to
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | to
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fees
Tables” in the effective registration statement; and |
| (iii) | to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; |
provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
| (2) | that,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and |
| (3) | to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
| (b) | The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Perth, Country of Australia, on the 6th day of June, 2024.
| CRITICAL METALS
CORP. |
|
| |
|
|
| By: |
/s/
Tony Sage |
|
| Name: |
Tony Sage |
|
| Title: |
Chief
Executive Officer and Executive Chairman |
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tony Sage and Melissa Chapman,
and each of them singly (with full power to each of them to act alone), the individual’s true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution in each of them, for the person and in his or her name, place and stead, and
in any and all capacities, to sign any and all amendments or supplements to this Registration Statement, including any post-effective
amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title
of Capacities |
|
Date |
| |
|
|
|
|
| /s/
Tony Sage |
|
Chief
Executive Officer and |
|
June
6, 2024 |
| Tony
Sage |
|
Executive
Chairman (Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Melissa Chapman |
|
Chief
Financial Officer |
|
June
6, 2024 |
| Melissa
Chapman |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Malcom Day |
|
Director |
|
June
6, 2024 |
| Malcom
Day |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Hanson |
|
Director |
|
June
6, 2024 |
| Michael
Hanson |
|
|
|
|
| |
|
|
|
|
| /s/
Carolyn Trabuco |
|
Director |
|
June
6, 2024 |
| Carolyn
Trabuco |
|
|
|
|
| |
|
|
|
|
| /s/
Mykhailo Zhernov |
|
Director |
|
June
6, 2024 |
| Mykhailo
Zhernov |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States
of Critical Metals Corp., has signed on its behalf by the undersigned, thereunto duly authorized, in Wilmington, Delaware, on June 6,
2024.
| Shyla Hill |
|
| |
|
|
| By: |
/s/ Shyla Hill |
|
| |
Shyla Hill |
|
| |
Authorized Representative on behalf of
Corporation Service Company |
|
Exhibit 5.1
Our ref: RZB/812949-000001/37059248v2
Critical Metals Corp.
Kingston Chambers
PO Box 173
Road
Town
Tortola, VG1110
British Virgin Islands
5 June 2024
Dear Sirs
Critical Metals Corp. (the “Company”)
We have acted as counsel as to British Virgin
Islands law to the Company and have been asked to provide this legal opinion in connection with the Company’s registration statement on
Form S-8, including all amendments or supplements thereto (the “Registration Statement”), filed with the United States
Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the
“SEC Act”) related to the reservation for issuance of 9,073,988 ordinary shares of par value of US$0.001 per share of
the Company, authorised for issuance pursuant to the Critical Metals Corp. 2024 Incentive Award Plan (the “Incentive Award Plan”)
and 1,814,297 ordinary shares of par value of US$0.001 per share of the Company, authorised for issuance pursuant to the Critical Metals
Corp. 2024 Employee Stock Purchase Plan (the “Stock Purchase Plan” and together with the Incentive Award Plan and any
award agreements issued under the Incentive Award Plan or the Incentive Award Plan, the “Plans” and each a “Plan”)
(the “Shares”).
We have reviewed originals, copies, drafts or
conformed copies of the following documents:
| 1.1 | The public records of the Company on file and available for public inspection at the Registry of
Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 5 June 2024,
including the Company’s certificate of incorporation and its memorandum and articles of association as registered on 27
February 2024 (the “Memorandum and Articles”). |
| 1.2 | The records of proceedings available from a search of the electronic records maintained on the
Judicial Enforcement Management System and the E-Litigation Portal from 1 January 2000 and available for inspection on 5 June
2024 at the British Virgin Islands High Court Registry (the “High Court Registry”). |
| 1.3 | The written resolutions of the sole director of the Company dated 24 October 2022, 22 December 2022, 10
May 2023, 4 August 2023, 9 November 2023, 8 February 2024, 27 February 2024 (concerning, amongst other things, the Plans) and 27 February
2024 (concerning, amongst other things, the Business Combination Agreement (as defined in the Plans)) (together, the “Resolutions”). |
| 1.4 | The written resolutions of the sole member of the Company dated 27 February 2024 (concerning, amongst
other things, the Plans) and 27 February 2024 (concerning, amongst other things, the Business Combination Agreement) (together, the “Member
Resolutions”). |
| 1.5 | A Certificate of Incumbency dated 5 June 2024, issued by Maples Corporate Services (BVI) Limited,
the Company’s registered agent (the “Registered Agent’s Certificate”). |
| 1.6 | A certificate of good standing with respect to the Company issued by
the Registrar of Corporate Affairs dated 5 June 2024 (the “Certificate of Good Standing”). |
| 1.7 | A certificate from a director of the Company (the “Director’s Certificate”) (a copy of
which is appended to this opinion at Appendix A). |
| 1.8 | The Registration Statement. |
| 1.9 | The Incentive Award Plan. |
| 1.10 | The Stock Purchase Plan. |
The following opinions are given
only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions
only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions
we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, the Registered
Agent’s Certificate, the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions,
which we have not independently verified:
| 2.1 | Each written agreement, contract or other instrument or document evidencing any award granted under the
Incentive Award Plan or the Stock Purchase Plan incorporates or will incorporate the terms of the Incentive Award Plan or the Stock Purchase
Plan (as applicable) and has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant
parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands). |
| 2.2 | The Plans are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance
with their terms under all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands). |
| 2.3 | The choice of the British Virgin Islands law as the governing law of the Plans has been made in good faith. |
| 2.4 | Where the Plans have been provided to us in draft or undated form, they will be duly executed, dated and
unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been
provided with successive drafts of the Plans marked to show changes to a previous draft, all such changes have been accurately marked. |
| 2.5 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate. |
| 2.6 | All signatures, initials and seals are genuine. |
| 2.7 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally
deliver and perform their respective obligations under the Plans. |
| 2.8 | That all public records of the Company which we have examined are accurate and that the information disclosed
by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete
and that such information has not since then been altered and that such searches did not fail to disclose any information which had been
delivered for registration but did not appear on the public records at the date of our searches. |
| 2.9 | No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin
Islands to subscribe for any of the Shares. |
| 2.10 | The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any
sovereign entity or state. |
| 2.11 | There is no contractual or other prohibition or restriction (other than as arising under British Virgin
Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Plans. |
| 2.12 | No monies paid to or for the account of any party under the Plans represents or will represent proceeds
of criminal conduct (as defined in the Proceeds of Criminal Conduct Act (As Revised)). |
| 2.13 | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might
affect the opinions set out below. |
| 2.14 | The Company has received, or will receive, cash consideration or non-cash consideration (the “Consideration”)
in consideration for the issue of the Shares, and that: |
| (a) | none of the Shares have been, or will be, issued for less than their par value; and |
| (b) | to the extent that any Shares are, or will be, issued, in whole or in part, for non-cash consideration,
the value of the non-cash consideration and cash consideration, if any, is or will be not less than the amount to be credited for such
Shares, |
Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
Based upon, and subject to, the foregoing assumptions
and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is a company limited by shares incorporated with limited liability under the BVI Business
Companies Act (As Revised) (the “Act”), is in good standing at the Registry of Corporate Affairs, is validly existing
under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name. |
| 3.2 | The Shares to be offered and issued by the Company pursuant to the provisions of the Plans, have been
duly authorised for issue, and when issued by the Company pursuant to the provisions of the Plans for the consideration fixed thereto
and duly registered in the Company’s register of members, will be validly issued and (assuming that all of the Consideration is received
by the Company) will be fully paid and non-assessable, provided that, to the extent that any Shares are to be issued, in whole or
in part, for non-cash consideration, the Company passes a resolution of directors in respect of such Shares stating: |
| (a) | the amount to be credited for the issue of such Shares; and |
| (b) | that, in their opinion, the present cash value of the non-cash consideration and cash consideration, if
any, is not less than the amount to be credited for such Shares. |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | To maintain the Company in good standing with the Registrar of Corporate Affairs under the laws of the
British Virgin Islands, annual filing fees must be paid and returns made to the Registrar of Corporate Affairs within the time frame prescribed
by law. |
| 4.2 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-British
Virgin Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Plans
or the Registration Statement. |
| 4.3 | Under British Virgin Islands law, the register of members is prima facie evidence of title to shares
and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application
may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position.
Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified
where it considers that the register of members does not reflect the correct legal position. For the purposes of the opinion given in
paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form
the basis for an application for an order for rectification of the register of members of the Company, but if such an application were
made in respect of the Company’s shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands
court. |
| 4.4 | In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares,
that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant
to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets
(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus
included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the SEC Act or the rules and regulations of the Commission thereunder.
We express no view as to the commercial terms
of the Plans or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations
that may be made by the Company.
The opinions in this opinion letter are strictly
limited to the matters contained in the opinions section above and do not extend to any other matters.
This opinion is addressed to
you and may be relied upon by you, your counsel and recipients of Shares pursuant to the Registration Statement. This opinion is limited
to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
Appendix A
Director’s Certificate
| To: |
Maples and Calder |
| |
5th Floor, Ritter House |
| |
PO Box 173 |
| |
Road Town |
| |
Tortola |
| |
British Virgin Islands |
Date: 5 June 2024
Dear Sirs
Critical Metals Corp. (the “Company”)
I, the undersigned, being a director of the Company,
am aware that you are being asked to provide a legal opinion in relation to certain aspects of British Virgin Islands law (the “Opinion”).
Unless otherwise defined herein, capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify
that:
| 1 | The memorandum and articles of association of the Company registered on 27 February 2024 remain in full
force and effect and are unamended. |
| 2 | The written resolutions of the then sole director of the Company dated 24 October 2022, 22 December 2022,
10 May 2023, 4 August 2023, 9 November 2023, 8 February 2024, 27 February 2024 (concerning, amongst other things, the Plans) and 27 February
2024 (concerning, amongst other things, the Business Combination Agreement) were signed by the then sole director of the Company in the
manner prescribed in the memorandum and articles of association of the Company, including as to the disclosure of any interests in the
documents referred to therein, and have not been amended, varied or revoked in any respect and the directors of the Company have not restricted
or limited the powers of any future directors of the Company in any way. |
| 3 | The Company is authorised to issue a maximum of 500,000,000 shares with a par value of US$0.001 each divided
into two classes of 450,000,000 ordinary shares and 50,000,000 preferred shares. Immediately prior to the sale of the ordinary shares,
the Company will have sufficient authorised but unissued ordinary shares under the memorandum and articles of association of the Company
at the time any Shares are issued. |
| 4 | 9,073,988 ordinary shares of par value of US$0.001 per share of the Company is the number of ordinary
shares of par value US$0.001 per share of the Company that was equal to 10% of the aggregate number of ordinary shares of par value of
US$0.001 per share of the Company issued and outstanding immediately following the Effective Date (as defined in the Incentive Award Plan). |
| 5 | The members of the Company (the “Members”) have not restricted or limited the powers
of the directors of the Company in any way. |
| 6 | The sole director of the Company at the date of the Resolutions was Michael Hanson. The directors of the
Company as at the date of this certificate are: Antony Sage; Michael Hanson; Malcolm Day; Carolyn Trabuco; and Mykhailo Zhernov. |
| 7 | The minute book and corporate records of the Company as maintained at its registered office in the British
Virgin Islands and on which the Registered Agent’s Certificate were prepared are complete and accurate in all material respects, and all
minutes and resolutions filed therein represent a complete and accurate record of all meetings of the members and directors (or any committee
thereof) (duly convened in accordance with the memorandum and articles of association of the Company) and all resolutions passed at the
meetings, or passed by written resolution or consent, as the case may be. |
| 8 | The Company has not created any charges over any of its property or assets. |
| 9 | Prior to, at the time of, and immediately following the implementation of the Plans the Company was, or
will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the Plans for proper value and not with
an intention to defraud or hinder its creditors or by way of fraudulent preference or wilfully defeat an obligation owed to any creditor
and the transactions contemplated thereby do not and will not give any creditor an unfair preference. |
| 10 | Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin
Islands. |
| 11 | The directors of the Company consider the transactions contemplated by the Registration Statement and
the Plans to be of commercial benefit to the Company and have acted in good faith in the best interests of the Company, and for a proper
purpose of the Company, in relation to the transactions which are the subject of the Opinion. |
| 12 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in any jurisdiction. Nor have the Directors and/or the Member taken any steps to have the
Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed
over any of the Company’s property or assets. |
| 13 | The Company has at no time had employees. |
| 14 | To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters
of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the
Company. |
| 15 | The Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered,
and will continue to be registered, in the Company’s register of members. |
| 16 | The Company is not a central bank, monetary authority or other sovereign entity of any state and is not
a subsidiary, direct or indirect, of any sovereign entity or state. |
I confirm that you may continue to rely on this
certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally
to the contrary.
| Signature: |
/s/ Michael John Hanson |
|
| Name: |
Michael John Hanson |
|
| Title: |
Director |
|
Exhibit 23.2
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of Critical Metals Corp. on Form S-8 of our report dated November 9, 2024 with respect to our audit of the
financial statements of Critical Metals Corp. as of June 30, 2023 and for the period from October 14, 2022 (inception) through June 30,
2023 appearing in the Prospectus, which is part of the Registration Statement on Form F-1, as amended (File No. 333-278400).
/s/ Marcum llp
Marcum llp
Houston, Texas
June 6, 2024
Exhibit 23.3
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of Critical Metals Corp. on Form S-8 of our report dated November 9, 2023 with respect to our audits of the
consolidated financial statements of European Lithium AT (Investments) Limited as of June 30, 2023 and 2022 and for the years ended
June 30, 2023 and 2022, appearing in the Prospectus, which is part of the Registration Statement on Form F-1, as amended (File No.
333-278400).
/s/ Marcum llp
Marcum llp
Houston, Texas
June 6, 2024
Exhibit 23.4
 |
Building 27, The Woodlands |
T +27 11 798 4300 |
| Office Park, Woodlands Drive |
|
| Woodmead 2148, Johannesburg |
|
| South Africa |
www.erm.com |
|
Critical Metals Corp (the “Company”)
c/- Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands |
DATE
31st May 2024
SUBJECT
S-K 1300 Form S-8 Consent
REFERENCE
ELIWOL01 |
CSA Global South Africa (Pty) Limited (“CSA”),
an ERM group company, is the authoring firm of the report titled “S-K 1300 Technical Report Summary” dated 27th
April 2023, effective date 5th December 2022, regarding the mining property known as the Wolfsberg
Lithium Project (the “Project”), which was prepared in accordance the United States Securities and Exchange Commission (“SEC”)
S-K regulations (Title 17, Part 229, Items 601 and 1300 to 1305) for the Company (the “Expert Report”).
CSA understands that the Company wishes
to refer to CSA’s name and the Expert Report in its Report on Form S-8 (the “Form S-8”) to be prepared and filed
by the Company. CSA further understands that the Company wishes to incorporate by reference extracts and/or information from the
Expert Report in the Form S-8 related to the Project. CSA has been provided with a copy of Form S-8 and has reviewed the proposed
disclosure identified above.
Accordingly, in respect of the Registration Statement,
CSA does hereby consent to:
| ● | the use of, and references to, its name in the Form S-8; |
| ● | the use of, and references to, the Expert Report in the Form
S-8; and |
| ● | the use of, in the Registration Statement, extracts and information
from the Expert Report or portions thereof, |
(collectively, the “Undersigned’s Information”).
CSA confirms that where its work involved a Mineral Resource
or Mineral Reserve estimate, such estimates comply with the requirements for Mineral Resource and Mineral Reserve estimation under Subpart
1300 of Regulation S-K promulgated by the SEC.
CSA also confirms that its representatives have read the disclosure
in the Registration Statement that relate to the Undersigned’s Information and the Project, and CSA confirms that the disclosure
included in the Registration Statement does not contain a misrepresentation.
For and on behalf CSA
| By: |
/s/ Graham Jeffress |
|
| Name: |
Graham Jeffress |
|
| Title: |
Partner, Service Lead – Sustainable Mining Services |
|
| © Copyright 2024 by The ERM International Group Limited and/or its affiliates (‘ERM’). All Rights Reserved. |
|
| No part of this work may be reproduced or transmitted in any form or by any means, without prior written permission of ERM. |
Page 1 |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Critical Metals Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | |
Security
Class
Title | |
Fee
Calculation
Rule | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price per
Unit(2) | | |
Maximum
Aggregate
Offering
Price | | |
Fee
Rate | |
Amount of
Registration
Fee | |
| Equity | |
Ordinary Shares, par value $0.001 per share | |
Other (2) | |
| 9,073,988 | | |
$ | 10.70 | | |
$ | 97,091,671.60 | | |
$147.60 per $1,000,000 | |
$ | 14,330.73 | |
| Equity | |
Ordinary Shares, par value $0.001 per share | |
Other (2) | |
| 1,814,297 | | |
$ | 10.70 | | |
$ | 19,412,977.90 | | |
$147.60 per $1,000,000 | |
$ | 2,865.36 | |
| Total Offering Amounts | | | |
| | | |
$ | 116,504,649.50 | | |
| |
$ | 17,196.09 | |
| Total Fee Offsets(3) | | | |
| | | |
| | | |
| |
| — | |
| Net Fee Due | | | |
| | | |
| | | |
| |
$ | 17,196.09 | |
| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of the Ordinary Shares that may become issuable by reason of any share split, share dividend, recapitalization or other similar transaction. |
| (2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Ordinary Shares on The Nasdaq Stock Market LLC on June 4, 2024. |
| (3) |
The Registrant does not have any fee offsets to claim. |
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