1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of October 5, 2025, by and between Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the "Company"), the shareholders of the Company set forth on Schedule I hereto (each, a "Company Shareholder" and, collectively, t ...

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - Society Pass Incorporated (SOPA) has increased by 139% to $3.34 - Critical Metals Corp. (CRML) has risen by 79% to $14.30 - Sanmina Corporation (SANM) is up 26% at $144.61 - Palisade Bio, Inc. (PALI) has gained 25% to $2.00 - Advanced Micro Devices, Inc. (AMD) has increased by 24% to $205.07 - Odyssey Marine Exploration, Inc. (OMEX) is up 22% at $2.46 - Youxin Technology Ltd (YAAS) has risen by 21% to $3.14 - NioCorp Developments Ltd. (NB) is up 18% at $9.38 - Snow Lake Resources Ltd. (LITM) has increased by 14% to $5.66 - Plug Power Inc. (PLUG) is up 7% at $4.10 [3] Premarket Losers - Rich Sparkle Holdings Limited (ANPA) has decreased by 15% to $22.10 - CCH Holdings Ltd Ordinary Shares (CCHH) is down 15% at $3.73 - Xcel Brands, Inc. (XELB) has fallen by 14% to $2.04 - Quantum Computing Inc. (QUBT) is down 13% at $21.39 - Rent the Runway, Inc. (RENT) has decreased by 12% to $4.70 - MDJM Ltd (UOKA) is down 11% at $2.96 - CID HoldCo, Inc. (DAIC) has fallen by 9% to $2.72 - Algorhythm Holdings, Inc. (RIME) is down 9% at $2.47 - Corbus Pharmaceuticals Holdings, Inc. (CRBP) has decreased by 8% to $13.50 - Art's-Way Manufacturing Co., Inc. (ARTW) is down 7% at $2.58 [4]

Core Insights - Critical Metals Corp has entered into a securities purchase agreement to raise $35 million through a private investment in public equity (PIPE) transaction, aimed at advancing the commercialization of its Tanbreez rare earth deposit in Greenland [1][2] Company Overview - Critical Metals Corp is a leading mining development company focused on critical metals and minerals, with its flagship project, Tanbreez, being one of the largest rare earth deposits globally, located in Southern Greenland [6] - The company also holds the Wolfsberg Lithium Project in Austria, which is the first fully permitted lithium mine in Europe, strategically positioned to support the European market [7][8] Financial Details - The PIPE transaction involves the issuance of 5 million ordinary shares and warrants to purchase an additional 10 million shares at a strike price of $7.00 per share, with a six-year expiration for the warrants [2] - The net proceeds from the PIPE will be utilized to fund the development of the 4.7 billion metric ton rare earth deposit at Tanbreez [1][2] Strategic Importance - The financing from a fundamental institutional investor highlights the growing demand for heavy rare earths in the West and validates the opportunities for Critical Metals Corp and its Tanbreez project [2] - The company aims to become a reliable supplier of critical minerals essential for defense applications and the clean energy transition [8]

Shares of Critical Metals (CRML) surged more than 75% in premarket trading on Monday after reports surfaced that the US government is in discussions to take an equity stake in the New York-based minin... ...

Core Insights - The US government is interested in acquiring a stake in Critical Metals as part of a strategy to control critical mineral supplies globally [1][3] - Critical Metals has increased its interest in the Tanbreez project in Greenland from 42% to 92.5%, positioning itself for near-control of one of the largest rare earth deposits [2][8] - The US has been actively investing in companies with critical mineral projects, including a recent 5% stake in Lithium Americas and a $400 million investment in MP Materials [4][5] Company Overview - Critical Metals is one of many companies seeking government investment for critical minerals projects [5] - The company is in discussions to convert a $50 million government grant into equity, potentially giving the US an 8% stake in Critical Metals and the Tanbreez project [6] - The company’s stock surged by 80% in after-hours trading following the news of government interest, closing at $7.98 with a market capitalization of $786.9 million [7] Project Details - The Tanbreez deposit is estimated to contain at least 45 million tonnes of resources, with a significant portion classified as "heavy" rare earths, which are in high demand [8][9] - A preliminary economic assessment indicates a net present value (NPV) of approximately $3 billion for the Tanbreez project, with an internal rate of return (IRR) of 180% [10] - The project plans to initiate production of around 85,000 tonnes of rare earth oxides per year by 2026, scaling up to 425,000 tonnes [11] Industry Context - Greenland has attracted US economic interest due to its resource endowment, with efforts to secure private investment in its mineral sector ongoing since the Biden administration [12] - The US government has previously intervened to prevent the sale of the Tanbreez project to a Chinese developer, facilitating its acquisition by Critical Metals [12][13] - Despite the interest, Greenland's mining sector has faced challenges, including limited investor interest and environmental concerns, with only two small mines currently operational [13]

Group 1: Core Insights - The Trump administration is reportedly discussing a government investment in Critical Metals Corp, which would give Washington direct ownership of Greenland's largest rare earth mining project [1] - If finalized, this investment would represent a significant political shift regarding the Tanbreez rare earth deposit, following recent investments in Lithium Americas and MP Materials [1][2] - Following the news of potential government investment, Critical Metals' stock surged over 90% in after-hours trading [1] Group 2: Importance of Rare Earths - Rare earth elements are crucial for advanced technologies, including electric vehicles and defense systems, making them a strategic focus for the U.S. amid rising tensions with China [2][3] - The U.S. government aims to achieve complete independence in rare earth supply chains, having invested heavily in companies like MP Materials, which has seen its stock price increase by 355% this year [2][3] Group 3: MP Materials and Market Dynamics - MP Materials is the only operational rare earth mine in the U.S., and its stock has significantly improved due to government investment and strong orders from tech giants like Apple [3] - China dominates the global rare earth market, controlling approximately 60%-70% of mining and 85%-90% of refining and processing, which has heightened U.S. concerns about dependency [3] Group 4: Challenges in U.S. Rare Earth Production - The Mountain Pass mine faced environmental issues that led to its closure for several years, contributing to the collapse of the U.S. rare earth supply chain [4] - The U.S. Department of Defense has acknowledged the need for a comprehensive domestic supply chain for rare earths, investing hundreds of millions to support this initiative [5] Group 5: Critical Metals and Investment Discussions - Critical Metals agreed to acquire the Tanbreez rare earth deposit for $500 million, with discussions ongoing about converting a $50 million grant into equity, potentially giving the U.S. government an 8% stake [6][7] - The U.S. has a long-standing economic relationship with Greenland, and despite previous failed attempts to purchase the territory, the current administration is pursuing strategic partnerships in the region [7][8] Group 6: Future Production and Challenges - The Tanbreez project requires an estimated $290 million for commercial production, with expectations to produce 85,000 tons of rare earth concentrate annually once operational [9] - The remote and cold location of the Tanbreez site poses significant challenges for its development, despite its proximity to a major waterway [9]

Core Viewpoint - The Trump administration is considering acquiring a stake in Critical Metals Corp (CRML.US) to gain direct access to Greenland's largest rare earth mining project, reflecting a strategic push for U.S. independence in critical mineral supplies amid rising geopolitical tensions with China [1][3]. Group 1: U.S. Government's Strategic Moves - The U.S. government has successfully invested in lithium mining giant Lithium Americas (LAC.US) and rare earth producer MP Materials (MP.US), indicating a strong commitment to increasing domestic production of critical minerals [1][3]. - Discussions are ongoing regarding converting a $50 million grant into equity for Critical Metals, potentially giving the U.S. government an 8% stake in the company, although this figure may increase [7][8]. - The U.S. Department of Defense has acknowledged the need to rebuild a domestic supply chain for rare earths, emphasizing the importance of a "mine-to-magnet" approach [5][6]. Group 2: Importance of Rare Earths - Rare earth elements are crucial for advanced technologies, including electric vehicles, consumer electronics, and military applications, making them a strategic priority for the U.S. [3][4]. - China currently dominates the global rare earth market, controlling approximately 60%-70% of mining and 85%-90% of refining and processing, which has heightened U.S. efforts to secure alternative sources [4][5]. - The production of rare earths is essential for the U.S. defense industry, with specific compounds like NdPr being critical for manufacturing high-performance magnets used in military systems [6][10]. Group 3: Challenges and Developments in Greenland - The Tanbreez rare earth project in Greenland requires an estimated $290 million for commercial production, with the potential to produce 85,000 tons of rare earth concentrate annually once operational [10]. - Greenland's mining sector has faced slow development due to insufficient investor interest and environmental concerns, with only two small mines currently in operation [10]. - The geographical challenges of the Tanbreez site, being remote and cold, pose significant hurdles for its development [10].

Core Viewpoint - Rare earth stocks experienced a significant surge, with USA Rare Earth leading the gains, indicating strong market interest and potential investment opportunities in the sector [1] Group 1: Stock Performance - USA Rare Earth (USAR.US) surged over 20% [1] - NioCorp Developments (NB.US) increased by more than 19% [1] - Critical Metals (CRML.US) and TMC the metals (TMC.US) both rose over 6% [1] - MP Materials (MP.US) saw an increase of over 3% [1] Group 2: Market Drivers - The CEO of USA Rare Earth is reportedly in negotiations with the White House [1] - Analysts suggest that the Trump administration is making substantial investments in rare earth elements [1] - USA Rare Earth is positioned as a potential target for acquisition under these investment initiatives [1]

Core Viewpoint - Critical Metals Corp has amended its agreement to acquire a larger ownership stake in the Tanbreez Greenland Rare Earth Mine, increasing from 42% to 92.5% through the issuance of approximately 14.5 million ordinary shares to Rimbal Pty Ltd, which is valued at $8.00 per share [2][4][6]. Group 1: Acquisition Details - The amended agreement allows Critical Metals Corp to increase its ownership stake in the Tanbreez Project from 42% to 92.5% by issuing approximately 14.5 million ordinary shares to Rimbal [2]. - The original agreement required an unspecified number of shares valued at $116 million for the ownership increase, but the amended agreement specifies a firm number of shares [2]. - Rimbal has waived the previous condition that required an additional $10 million investment from Critical Metals Corp before qualifying for the increased ownership stake [4]. Group 2: Project Significance - The Tanbreez Project is described as a game-changer for the rare earths supply chain in the West, containing a significant concentration of high-grade heavy rare-earth elements and gallium within a resource of 4.7 billion metric tons [6]. - The project is strategically located in Southern Greenland, with access to year-round direct shipping via deep water fjords leading to the North Atlantic Ocean [7]. Group 3: Company Positioning - Critical Metals Corp aims to become a reliable and sustainable supplier of critical minerals essential for defense applications, clean energy transition, and next-generation technologies in the western world [9]. - The company also holds the Wolfsberg Lithium Project in Austria, which is the first fully permitted mine in Europe and is expected to be a major producer of lithium products for the European market [8].

Group 1 - Rare earth concept stocks declined on Tuesday, with MP Materials (MP.US) falling over 5.9% [1] - USA Rare Earth (USAR.US) and Critical Metals (CRML.US) both dropped more than 8% [1] - Energy Fuels (UUUU.US) experienced a decline of over 4% [1]