UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41973

Critical Metals Corp.
(Exact name of Registrant as specified in its charter)

c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
(Address of principal executive offices)

Copy to:
Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
Telephone: (302) 636-5400
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

On June 30, 2026, the issuer had 146,993,753 ordinary shares, par value $0.001 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule12b-2of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

ABOUT THIS ANNUAL REPORT

Except where the context otherwise requires or where otherwise indicated in this annual report (this “Annual Report”), the terms “Critical Metals,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to the businesses of Critical Metals Corp., together with its consolidated subsidiaries as a consolidated entity.

On February 27, 2024 (the “Closing Date”), we consummated the transaction contemplated by the business combination agreement, dated as of October 24, 2022, as amended as of January 4, 2023, July 7, 2023 and November 17, 2023 (the “Merger Agreement”), by and among the Company, CM Sub Corp. (previously Sizzle Acquisition Corp.), a Delaware corporation (“Sizzle”), European Lithium Limited, an Australian Public Company limited by shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (“ELAT”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”).

Pursuant to the Merger Agreement (a) the Company acquired all of the issued and outstanding shares of ELAT held by EUR in exchange for ordinary shares of the Company, such that ELAT became a wholly owned subsidiary of the Company and EUR became a shareholder of the Company (the “Share Exchange”); and immediately thereafter (b) Merger Sub merged with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of the Company (such transactions, collectively, the “Business Combination”). In connection with the closing of the Business Combination, Critical Metals became a publicly traded company on the Nasdaq Capital Market (“Nasdaq”). The Company’s ordinary shares and public warrants are listed on Nasdaq under the trading symbols “CRML” and “CRMLW,” respectively. Trading on the Nasdaq commenced on February 28, 2024.

INDUSTRY AND MARKET DATA

This Annual Report includes industry data and forecasts that the Company obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this Annual Report.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains estimates and forward-looking statements, principally in the sections entitled Item 3.D. “Key Information-Risk Factors,” Item 4. “Information on the Company,” and Item 5. “Operating and Financial Review and Prospects.” In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar words. Statements regarding our future results of operations and financial position, growth strategy and plans and objectives of management for future operations, including, among others, expansion in new and existing markets, are forward-looking statements.

Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends which affect or may affect our business, operations and industry. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties, including without limitation those described under the sections in this Annual Report entitled Item 3.D. “Key Information-Risk Factors” and Item 5. “Operating and Financial Review and Prospects” and elsewhere in this Annual Report.

Our estimates and forward-looking statements may be influenced by factors including:

Many important factors, in addition to the factors described above and in other sections of this Annual Report, could adversely and materially impact our business and financial performance. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from estimates or forward-looking statements. We qualify all of our estimates and forward-looking statements by these cautionary statements.

The estimates and forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report. Except as required by applicable law, we undertake no obligation to publicly update or revise any estimates or forward-looking statements whether as a result of new information, future events or otherwise, or to reflect the occurrence of unanticipated events.

Part I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Not applicable.

Not applicable.

Summary of Certain Risk Factors

You should consider all the information contained in this Annual Report, including the risk factors described under “Risk Factors” beginning on page 3. Such risks include, but are not limited to:

RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report are not the only risks and uncertainties that we face. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and notes to the financial statements included herein.

Risks Related to our Business and our Industry

Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital to meet our obligations in the near term.

We have incurred losses after income tax of $228.2 million, $51.9 million and $139.4 million for the years ended June 30, 2026, 2025 and 2024, respectively. As of June 30, 2026, we had net cash outflows from operating activities of $29.7 million, a working capital surplus (excluding liabilities that will be settled in CRML shares) of $79.6 million and cash on hand of $102.5 million. As of June 30, 2025, we had net cash outflows from operating activities of $14.5 million, a working capital deficit (excluding liabilities that will be settled in CRML shares) of $15.6 million and cash on hand of $7.3 million. Until commercial production is achieved from the Tanbreez Project and the Wolfsberg Project, we will continue to incur operating and investing net cash outflows associated with maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the funding obligations to develop the assets of our planned projects.

During the year ended June 30, 2026 we received funds of $144.9 million from PIPE capital raising transactions, as well as $23.4 million from the exercise of private warrants held by certain investors. During the year ended June 30, 2025 we received funds of $24.55 million from PIPE capital raising transactions, as well as $2,000,000 from the exercise of private warrants held by the certain investors. We used proceeds from the PIPE transactions and exercise of the private warrants to fund exploration expenditures at our exploration projects and for general working capital purposes.

Substantial doubt exists about our ability to continue as a going concern within one year after the date that the financial statements are available to be issued. We will continue efforts to remedy the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management’s control, we cannot offer any assurances they will be effectively implemented. We also cannot offer any assurance that any additional financing will be available on acceptable terms or at all. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realization of assets and the settlement of liabilities in the ordinary course of business.

We intend to seek to raise funds through equity or debt financing transactions, and we may also pursue joint ventures, production sharing arrangements or other transactions. We may also pursue grants or facilities under the Defense Production Act, as well as financing opportunities from the U.S Export-Import Bank, which includes but is not limited to loans in direct support of the recently created Supply Chain Resiliency Initiative and/or under the Make More in America rubric, and the European Investment Bank, among other means. Any inability to raise additional capital may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Until commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the funding obligations to develop our projects.

In order to finance our ongoing operations and future capital needs, we will require additional funds through the issuance of additional equity or debt securities. Depending on the type and terms of any financing we pursue, our shareholders’ rights and the value of their investment in our ordinary shares could be reduced. Any additional equity financing may dilute our existing shareholders. If the issuance of new securities results in diminished rights to holders of our ordinary shares, the market price of our ordinary shares could be negatively impacted. New or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

If we are unable to obtain additional financing on favorable terms, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required to reduce the scope of our operations and scale back our exploration, evaluation, as well as any subsequent development and mining programs. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

In addition, certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:

If we obtain financing, grants or other support from the U.S. government or from the European Investment Bank, the terms of such support may include conditions, covenants or oversight requirements that constrain our operations, and the continued availability of any such support cannot be assured.

As described in “Item 5. Operating and Financial Review and Prospects—Recent Developments", in June 2025 we received a non-binding letter of interest from the U.S. Ex-Im contemplating financing of up to $120 million for the development of the Tanbreez Project. The letter of interest expired on June 14, 2026. An application for renewal is currently in progress, although there is no guarantee that the letter of interest will be renewed. We may in the future seek grants or facilities under the Defense Production Act, and financing from the European Investment Bank. None of these potential sources of financing is currently subject of a definitive, binding agreement, and we cannot assure you that any of them will result in definitive agreements, that such agreements will be on the terms currently contemplated, and that any required government approvals will be obtained on the anticipated timeline or at all.

If we do enter into definitive agreements for any such government-linked financing, we expect that the terms would include affirmative and negative covenants and other conditions customary for this type of financing, which may include restrictions on the use of proceeds, restrictions on the sale of assets or HREEs to certain counterparties or jurisdictions, requirements to achieve production milestones on specified timelines, ongoing reporting and disclosure obligations. Compliance with such covenants and conditions could restrict our ability to take actions that management believes are important to our long-term strategy, and any failure to comply could result in suspension, clawback, termination of funding,

or other remedies adverse to us.

In addition, given the heightened sensitivity and complexity of contracting with a government entity, particularly in an industry implicating national security and critical minerals supply chains, there can be no assurance that the authorization of, or continued support for, any such arrangement would not be modified, challenged, delayed or impaired in the future as a result of changes in law, regulation, executive or legislative priorities, the availability of government appropriations, or other factors outside of our control. We may have limited recourse against the relevant government counterparty in the event of any such modification, delay or impairment. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and results of operations.

The mining industry is capital intensive, and we may be unable to fund our capital requirements or meet contractual commitments.

Mining requires a substantial amount of capital in order to identify and delineate mineral reserves and mineral resources through geological mapping and drilling, to identify geological features that may prevent or restrict the extraction of ore, to construct mining and processing facilities, expand production capacity (including by sinking or deepening existing shafts), to replenish reserves, to purchase, maintain and improve assets, equipment and infrastructure, to comply with legal or regulatory requirements or industry standards as well as to meet unexpected liabilities. For example, we commenced a 2000-meter resource diamond drilling program at the Tanbreez Project site in July 2025 and a similar program during the summer of 2026, which program is intended to increase the size of the current mineral resource estimate in order to expedite the finalization of the bankable feasibility study. Large amounts of capital are required to implement projects, and long-term production and processing requires both significant capital expenditure and ongoing maintenance expenditure. We expect to materially increase our capital expenditures to support the growth in our business and operations. Our business plan is based on, among other things, expectations as to capital expenditures and if we are unable to fund those capital expenditures we will not achieve the targets set forth in our business plan or be able to develop future capital projects. If we are unable to fund our planned capital expenditure projects as a result of our operations being unable to generate sufficient cash flow or as a result of difficulties in raising debt or equity funding to support future capital expenditures and investments, we may no longer be able to complete existing capital projects. In addition, we may be unable to develop new capital projects so as to continue production at cost-effective levels. Furthermore, any such reduction in capital expenditure may cause us to forego some of the benefits of any future increases in commodity prices, as it is generally costly or impossible to resume production immediately or complete a deferred expansionary capital expenditure project, which in the longer term may adversely affect our results of operations or financial condition.

Our business operates in the mining exploration and evaluation industry. The Tanbreez Project and the Wolfsberg Project are each at the exploration and evaluation stage, and there are no guarantees that further development of these projects into mines will occur or that such development will result in the commercial extraction of mineral deposits. In addition, even if an economic mineral deposit is mined, we may not realize profits from our activities in the short, medium or long term.

We are engaged in the business of exploring and evaluating mineral properties with the intention of locating economic deposits of HREEs and/or other minerals. We have declared mineral resources related to the Tanbreez Project and the Wolfsberg Project but have not yet begun to extract mineral from any of our properties. Accordingly, we cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of an economic deposit of minerals and further exploration, evaluation and subsequent development of other economic deposits of minerals, each of which is subject to numerous risk factors.

Further, we cannot assure you that any of our property interests can be commercially mined or that our ongoing exploration programs will result in profitable commercial mining operations. The exploration and evaluation of mineral deposits involves a high degree of financial risk over a significant period of time which may or may not be eliminated through a combination of careful evaluation, experience and skilled management. Few properties which are explored are ultimately developed into producing mines. Major expenses will be required to construct mining and processing facilities and to establish additional reserves. The profitability of our operations will be, in part, directly related to the cost and success of our exploration and evaluation programs which may be affected by a number of factors. Additional expenditures are required to construct, complete and install mining and processing facilities in those properties that are actually mined and developed.

In addition, exploration and evaluation projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will, to a large extent, be based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques. Actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations and cash flows may be negatively affected.

Our future performance is difficult to evaluate because we have a limited operating history in the mining, energy and resources sector, including in the battery metals industry.

We have not realized any revenues to date from the sale of HREEs, lithium or any other critical minerals mined from our properties, and our operating cash flow needs have been financed primarily through the issuances of debt and equity raises and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate our performance.

Our long-term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from our mining activities.

Our ability to recover the carrying values of our assets, acquire additional exploration and evaluation projects, continue further exploration and evaluation of our existing projects and commercialize the minerals that we produce ultimately depends on our ability to generate revenues, achieve and maintain profitability and generate positive cash flow from our operations. The economic viability of our future mining activities has many risks and uncertainties including, but not limited to:

Our future mining and processing of HREEs and/or lithium, as well as the associated manufacturing activities, may change as a result of any one or more of these risks and uncertainties. We cannot assure you that any deposit from which we extract mineralized materials will result in achieving and maintaining profitability and developing positive cash flows.

We are substantially dependent on the continued growth of the demand for specialty magnets, aircraft avionics, missile guidance systems, drone components, other advanced weapons systems, the electric vehicle industry and other industries focused on the transition toward next-generation technology in environmental, commercial and government applications.

For the Tanbreez Project, our goal is to explore and to develop the Tanbreez rare earths deposit to become a reliable western world (non-PRC linked) supplier of rare earths and other critical metals and minerals to advance the transition toward next-generation technology in environmental, commercial and government applications. The market for such technologies is relatively new, rapidly evolving, and could be affected by numerous external factors including, but not limited to:

We aim to be one of a few producers of a range of HREEs, critical metals, and critical minerals which are critical inputs into current and next generation consumer-related and defense-related applications.

For the lithium-based products, our growth is dependent upon the continued adoption of electric vehicles by consumers. If the market for electric vehicles does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition and results of operations will be affected. The market for electric vehicles is relatively new, rapidly evolving, and could be affected by numerous external factors, such as:

Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms. This may not occur or, should it occur, may not result in the appreciation of our share price similar to what other companies in our industry have experienced following the announcement of such agreements.

Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target both civilian and military off-take customers and convert such contacts into meaningful orders or expand on current customer relationships. We do not currently have any definitive off-take or sales agreements with customers in place, other than our agreement with REalloy executed in April 2026. On August 26, 2025, we entered into a letter of intent for an offtake agreement with Ucore Rare Metals Inc. (“Ucore”) for rare earth concentrate from the Tanbreez Project, but we have not yet entered into a binding agreement with Ucore and there is no guarantee that we will enter into a binding agreement on terms favorable to us or at all. If we are unable to negotiate, finalize and maintain such agreements and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable to us, we will not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results and financial condition.

We anticipate that in some cases our products will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our products meet their performance requirements before they commit to meaningful orders. If our targeted customers do not commit to make meaningful orders, or at all, it could adversely affect our business, prospects and results of operations. Our customers may require protections in the form of price reductions and similar arrangements that allow them to require us to deliver additional product or reimburse them for losses they suffer as a result of our late delivery or failure to meet agreed upon performance specification. Delays in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments, resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence of any of these events could harm our business, prospects, results of operations and financial results.

Even if we do enter into offtake and/or sales agreements, we may fail to deliver the product required by such agreements or may experience production costs in excess of the fixed price to be paid to us under such agreements. Our business, results of operations and financial condition may be materially and adversely affected if we are unable to (i) realize the expected benefits under the Offtake Agreement; (ii) enter into similar agreements with other buyers; (iii) deliver the products required by such agreements; or (iv) experience costs in excess of the price set forth in such agreements.

Changes in demand signals, macro-economic trends, technology preferences for particular types of permanent magnets or other developments could adversely affect demand for HREEs and/or lithium compounds or result in preferences for substitute products.

Demand and market dynamics for HREEs, particularly demand by the U.S. Government and NATO for HREEs mined and developed outside of China, are evolving and unpredictable. Supply and demand for particular HREEs remain unclear and are often based on factors outside of our control.

Similarly, lithium and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of advances in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds (such as sulfur and aluminum), the acceptance of hydrogen fuel cells in transport applications or a delay in the development and adoption of future high nickel battery technologies that utilize lithium hydroxide could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging and less expensive, some of which could be less reliant on lithium hydroxide or other lithium compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles and other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices shift. Our investment in our research and development infrastructure may not lead to marketable products. Additionally, our competitors may improve their technologies or even achieve technological breakthroughs either as alternatives to lithium-based battery systems or improvements on existing lithium-based battery systems that would render our products obsolete or less marketable. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

Our possible future revenues will be mainly derived from the sale of minerals extracted from our Tanbreez and Wolfsberg projects, including a range of HREEs, lithium hydroxide, and their respective byproducts. Consequently, our success largely depends on long term market prices for HREEs, lithium and associated byproducts remaining higher than our realized costs on any future production.

We expect to derive revenues from the extraction and sale of lithium hydroxide, rare earths and their byproducts. The prices of lithium hydroxide, rare earths and their byproducts may fluctuate widely and are affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on prices, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

Additionally, new production of lithium hydroxide or lithium carbonate from current or new competitors in the lithium markets could adversely affect prices. In recent years, new and existing competitors have increased the supply of lithium hydroxide and lithium carbonate, which has affected its price. Further production increases could negatively affect prices. There is limited information on the status of new lithium hydroxide production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational. If these potential projects are completed in the short term, they could adversely affect market lithium prices, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

We have not yet demonstrated that our conceptual processing flowsheet for the Tanbreez Project will result in commercially viable production, and any failure to develop a proven, economic processing method could harm our business.

The processing flowsheet for the Tanbreez Project, comprising crushing, grinding, magnetic separation and hydrometallurgical treatment to separate eudialyte from arfvedsonite and feldspar, remains conceptual and has not been validated at a commercial scale. Our current expectations regarding metallurgical recoveries, co-product sale of arfvedsonite and feldspar, and processing costs are based on metallurgical tests and engineering studies, which may not accurately predict the results that will be achieved in commercial operations. We may encounter unanticipated technical metallurgical or engineering difficulties in finalizing and scaling this flowsheet, and there is no assurance that we will be able to develop a processing method that achieves the recoveries, mineral quality, and cost structure assumed in our current predictions. If we are unable to develop a commercially viable processing method for the Tanbreez Project, our ability to achieve profitable production, and our business results of operations could be materially adversely affected.

When compared to many industrial and commercial operations, mining exploration and evaluation projects are high risk and subject to uncertainties. Each mineral resource is unique and the nature of the mineralization, and the occurrence and grades of the minerals found in our Tanbreez and Wolfsberg projects, as well as their behavior during mining, can never be wholly predicted. Our mineral resource estimates may be materially different from mineral quantities we may ultimately recover, our life-of-mine estimates may prove inaccurate and changes in operating and capital costs may render mineral resources uneconomic to mine.

We report our mineral resources in accordance with the requirements of the Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K. There are numerous uncertainties inherent in estimating quantities of mineral resources and in projecting potential future rates of mineral production, including many factors beyond our control. The accuracy of any mineral reserve or mineral resource estimate is a function of a number of factors, including the quality of the methodologies employed, the quality and quantity of available data and geological interpretation and judgment, and is also dependent on economic conditions and market prices being generally in line with estimates.

Furthermore, estimates of different geologists and mining engineers may vary, and results of our mining and production subsequent to the date of an estimate may lead to revision of estimates due to, for example, reduced recovery rates or increased production costs due to inflation or other factors which may render mineral reserves and mineral resources containing lower grades of mineralization uneconomic to exploit and may ultimately result in a restatement mineral reserves and/or mineral resources and may adversely impact future cash flows. Further, mineral estimates are based on limited sampling and, consequently, are uncertain as the samples may not be representative of the entire deposit and mineral resource. As a better understanding of a deposit is obtained, the estimates may change significantly. In addition, the mineral reserves we ultimately exploit may not conform to geological, metallurgical or other expectations and the volume and grade of mineralization recovered may be below the estimated levels. Mineral reserve and mineral resource data is not indicative of future production.

Substantial capital expenditures are required to identify and delineate mineral reserves and mineral resources through geological surveying and drilling, to identify geological features that may prevent or restrict the extraction of mineralization, to determine the metallurgical processes to extract the metals from the mineralization and, in the case of new properties, to construct mining and processing facilities.

There can be no assurance that we will in the long term be able to identify additional mineral reserves or mineral resources or continue to extend the mine life of our existing operations. Without such additional mineral reserves and mineral resources, any increase in the level of annual production would therefore shorten the life of our existing operations. Any failure to identify, delineate and realize mineral reserves and mineral resources in the future could have an adverse effect on our business, financial condition and results of operations.

The industry in which we operate is subject to domestic and global competition. We have no influence or control over the activities or actions of our competitors, which activities or actions may negatively affect the operating and financial performance of our projects and business.

The mining industry is highly competitive. Much of our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies, more staff and equipment, and procedures and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can, or expend greater amounts of resources, including capital, in acquiring new and prospective mining projects. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment. We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.

Certain of our officers and directors are now, and some or all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Our charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as our director or officer and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating any legal obligation.

In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

However, the personal and financial interests of our directors and officers in other corporate opportunities may influence their allocation of time to our current and future business activities. Consequently, our directors’ and officers’ discretion in identifying and pursuing other corporate opportunities may result in a conflict of interest, which could negatively impact our operations.

Any failure by management to manage growth properly could have a material adverse effect on our business, operating results and financial condition.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on a number of factors, including:

We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

Land reclamation and mine closure may be burdensome and costly.

Land reclamation and mine closure requirements are generally imposed on mineral exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that we are required to spend could be materially higher than any current or future estimates. Any additional amounts we are required to spend on reclamation and mine closure may have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations. In addition, we may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations. Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation. Although we will include liabilities for estimated reclamation and mine closure costs in our financial statements, it may be necessary to spend more than what we projected to fund required reclamation and mine closure activities.

It has become increasingly difficult for mining companies generally to obtain new, or renew existing, surety bonds, letters of credit or other forms of financial assurance without posting significant collateral, and the cost of such instruments has increased while their terms have generally become less favorable. Financial assurance providers may refuse to issue or renew the instruments we require, may demand additional collateral as a condition of issuance or renewal, or may increase the cost of such instruments substantially. Any inability to obtain, maintain or renew the financial assurances required to secure our reclamation and mine closure obligations on acceptable terms, or at all, could subject us to fines, penalties or suspension of our operations, and could have a material adverse effect on our business, financial condition and results of operations.

There can be no assurance that we will deliver a definitive feasibility study that supports the economic viability of the Tanbreez Project moving forward or that the assumptions used in the definitive feasibility study to underpin the viability of the Tanbreez Project will remain true and correct in the future.

The Tanbreez Project is in the advanced exploration stage, and our planned principal operations have not commenced. There is currently no commercial production on our project area and we have not yet completed a definitive feasibility study for the Tanbreez Project. We expect to complete a definitive feasibility study for the Tanbreez Project by mid-2027, but we could experience delays. Until that time, we cannot be confident that the mine will operate profitably. We have conducted preliminary drilling programs. However, results obtained from preliminary drilling programs are inherently less certain than data from a definitive feasibility study.

The business of exploring minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing profitable mining operations. In developing its mineral deposits, we will be subjected to an array of complex economic factors and accordingly there is no assurance that a positive definitive feasibility study or any projected results contained in a feasibility study of a mineral deposit will be attained. Additional potential problems that may prevent us from discovering any reserves of minerals on our project include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. Most of these factors are beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable. In addition, the estimation of mineral resources (as well as mineral reserves) is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.

We cannot assure you that the definitive feasibility study, if completed, will identify economically extractable minerals, nor can we make assurances regarding the quantity or grade of any mineralization we seek to extract. Our exploration prospects may not contain any reserves, and any funds spent on feasibility studies and exploration may be lost. Even for the mineral resource reported on the preliminary feasibility study, any quantity or grade of indicated resource must be considered as estimates only until the project is in operation. We do not know with certainty that economically recoverable HREEs exist on the Tanbreez Project area.

In addition, if the commodity prices change or there is a material change in ore parameter quality, grade and concentrate, recoveries may vary over the expected initial life of mine and could affect the project economics and viability of our properties.

The results of the Preliminary Economic Assessment for the Tanbreez Project, including the estimated net present value, internal rate of return and production figures, are estimates based on numerous assumptions and should not be relied upon as indicative of future results.

As described elsewhere in this Annual Report, the Preliminary Economic Assessment (“PEA”) for the Tanbreez Project sets out an estimated net present value of approximately US$3 billion, an estimated internal rate of return of approximately 180%, and phased production targets, among other metrics. These figures are preliminary in nature, are based on an initial mineral resource estimate that includes inferred mineral resources, and depend on numerous assumptions regarding, among other things, future commodity prices, metallurgical recoveries, capital and operating costs, permitting and financing timelines, and the results of future engineering and technical studies. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA’s estimate will be realized, that any of the resources referenced in the PEA will be converted into mineral reserves, or that the Tanbreez Project will achieve the production rates, costs or economic returns assumed in the PEA. Actual results may differ materially, and potentially adversely, from the results presented in the PEA.

In March 2026, following further metallurgical testwork which produced improved concentrate results, we announced that the flowsheet contemplated by the previous PEA was obsolete and that it intended to prepare a replacement PEA reflecting the updated processing flowsheet and metallurgical results. Accordingly, the March 2025 PEA does not represent the Company’s current contemplated processing flowsheet.

You should not place undue reliance on the PEA’s estimated net present value, internal rate of return, production targets or other forward-looking metrics in evaluating an investment in our securities.

Our success depends on developing and maintaining relationships with local communities and stakeholders.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our mineral projects, including those people who may have rights or may assert rights to certain of our properties and other stakeholders in our operating locations. Local communities and stakeholders may be dissatisfied with our activities, or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us. Any such occurrence could materially and adversely affect our business, financial condition or results of operations, as well as our ability to commence or continue exploration or mine development activities.

Adverse global conditions, including macroeconomic slowdowns and recessions, and geopolitical instability, may negatively impact our financial results.

Global conditions, dislocations in the financial markets, inflation and increasing interest rates could adversely impact our business. The global macroeconomic environment has been and may continue to be negatively affected by, among other things, instability in global economic markets, increased trade tariffs and trade disputes, instability in the global credit markets, interest rates or even availability of credit, supply chain weaknesses, instability in the geopolitical environment as a result of the war in Ukraine, the war in Iran, disputes between the U.S. and European related to the sovereignty of Greenland, and other political tensions and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets, which may adversely affect our business.

High interest rates in Europe, Australia, the U.S., or elsewhere could adversely affect our costs and earnings due to the impact those changes have on our variable-rate debt instruments.

A strong variation in the exchange rates between foreign currencies and the U.S. dollar could negatively affect our financial results, as a greater percentage of our sales and raw material purchases are not made in U.S. dollars. Furthermore, we could be adversely affected by negative economic conditions prevalent in the U.S. or other countries, even when economic conditions in such countries may differ significantly from economic conditions in Europe or Australia, as investors’ reactions to developments in any of these other countries may have an adverse effect on our securities. Consequently, the market value of our securities may be adversely affected by events taking place outside of Europe, Australia or the U.S.

Additionally, economic downturns and geopolitical challenges in regions of the world that are critical to our operations have in the past and could in the future cause supply chain and other disruptions that impact our business. For example, Russia’s and Ukraine’s conflict, and the possibility of retaliatory measures taken by the U.S. and NATO, the ongoing conflict in Israel, and the war in Iran have created global security concerns that could have a lasting adverse impact on regional and global economies.

Our business may be adversely affected by force majeure events outside our control, including labor unrest, civil disorder, war, geopolitical turmoil, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on our operating performance. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional and local economies and increase the difficulty of modeling market conditions, potentially reducing the accuracy of our financial projections. Under these circumstances, we may have difficulty achieving our objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of business partners, sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment and other factors affecting our value.

A widespread crisis or pandemic may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on our performance, resulting in losses.

Our current management has limited experience operating a U.S. public company.

Several of our executive officers and directors have experience in managing EUR, an Australian publicly traded company, however have limited experience in the management of or governance over a U.S. publicly traded company. In addition, the recruitment of some of our management team had been delayed pending our ability to raise additional capital. Our management team may not successfully or effectively manage us as a public company, which includes significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and growth. We expect that we will be required to expand our employee base and hire additional employees over time to support our operations, which will increase our operating costs.

Risks Related to the Proposed Acquisition of European Lithium Limited

We may not complete our proposed acquisition of EUR on the anticipated timeline, on the terms currently contemplated, or at all, which could adversely affect our business and the market price of our securities.

We have entered into a Scheme Implementation Deed with EUR (the “Scheme Implementation Deed”), pursuant to which we have agreed to acquire all of the issued shares and listed options of EUR by way of two interdependent schemes of arrangement under Australian law (the “Transaction”). Completion of the Transaction is subject to a number of conditions precedent, including, among others, approval by EUR shareholders and option holders at scheme meetings (including satisfaction of the statutory “headcount test”), approval of the Australian court, satisfaction of a minimum cash condition with respect to EUR’s net cash position, the absence of prescribed events, material adverse changes, or breaches of representations and warranties by either party, and other customary closing conditions. Many of these conditions are outside of our control. The Scheme Implementation Deed may be terminated by either party in certain circumstances, including if the Transaction has not completed by December 31, 2026 (subject to extension by written agreement of the parties). If a condition precedent is not satisfied or waived, or upon the occurrence of certain other events specified in the Scheme Implementation Deed. There is no assurance that all conditions precedent will be satisfied or waived, that EUR shareholders and option holders will approve the Transaction, or that the Australian court will approve the schemes. If the Transaction is not completed, we will have incurred substantial costs, including legal, financial advisory and other transaction costs, without realizing the anticipated benefits of the Transaction, and our management’s attention will have been diverted from our existing business during the pendency of the Transaction. Failure to complete the Transaction could also negatively affect the market price of our securities and our reputation among investors, strategic partners, and other stakeholders.

The number of our ordinary shares to be issued in the Transaction is subject to a floating exchange ratio with a collar, and the resulting dilution to our existing shareholders cannot be determined with certainty until shortly before completion.

The number of our ordinary shares to be issued in the Transaction is subject to a floating exchange ratio with a collar, and the resulting dilution to our existing shareholders cannot be determined with certainty until shortly before completion.

Under the Scheme Implementation Deed, as amended by the Second Deed of Amendment and Restatement, the exchange ratio pursuant to which EUR shareholders will receive our ordinary shares (the “Exchange Ratio”) is no longer fixed. Instead, the Exchange Ratio floats within a collar based on the volume-weighted average price of our ordinary shares on Nasdaq over the 20 consecutive trading days ending on the second trading day before the relevant EUR shareholder meeting (the “Scheme VWAP”). If the Scheme VWAP is equal to or less than the floor price of US$8.00, the Exchange Ratio will be fixed at the maximum of 0.045 of our ordinary shares for each EUR share. If the Scheme VWAP is equal to or greater than the ceiling price of US$16.00, the Exchange Ratio will be fixed at the minimum of 0.025 of our ordinary shares for each EUR share. Between those two prices, the Exchange Ratio will adjust on a straight-line basis between 0.045 and 0.025. The consideration payable in respect of EUR’s listed options, unlisted options and performance rights is calculated by reference to the Exchange Ratio and will therefore also be affected by this mechanism.

As a result, neither we nor EUR shareholders will know the precise number of our ordinary shares to be issued in the Transaction, or the resulting dilution to our existing shareholders, until shortly before the schemes are voted upon. A decline in the trading price of our ordinary shares prior to that measurement period would increase the number of shares we issue (up to the maximum Exchange Ratio), resulting in greater dilution to our existing shareholders than if our share price were higher, while an increase in our share price would reduce dilution (down to the minimum Exchange Ratio). This structure may also create an incentive or perception issue with respect to our share price performance during the relevant measurement period. We cannot predict what our Nasdaq-listed share price will be during the applicable measurement window, and the actual dilutive effect of the Transaction on our existing shareholders will not be known with certainty until that time.

We may be required to pay a substantial reimbursement fee to EUR if the Transaction is not completed in certain circumstances, and we may not receive a corresponding fee from EUR in other circumstances in which the Transaction fails to complete.

The Scheme Implementation Deed provides for the payment of a reimbursement of $12 million by EUR to us (the “Reimbursement Fee”) if the Transaction is not completed in certain specified circumstances, and reverse reimbursement fee of $12 million payable by us to EUR (the “Reverse Reimbursement Fee”) if the Transaction is not completed in certain other circumstances. If we are required to pay the Reverse Reimbursement Fee, this would represent a significant use of our cash resources at a time when the Transaction has not been completed and we have not realized any of its anticipated benefits, which could adversely affect our liquidity and financial condition. Conversely, there is no assurance that we will receive the Reimbursement Fee in every circumstance in which the Transaction fails to complete, including where termination results from circumstances not giving rise to an obligation to pay the Reimbursement Fee under the terms of the Scheme Implementation Deed.

Common directors of the Company and EUR, and the Special Committee structure established to manage the Transaction, may give rise to actual or perceived conflicts of interest.

Anthony Sage, Malcolm Day and Mykhailo Zhernov serve as directors of both the Company and EUR (the “Common Directors”). The Scheme Implementation Deed excludes the Common Directors from EUR’s independent board committee formed in connection with the Transaction (the “EUR Independent Board”). We have also established a special committee, consisting of Michael Hanson and Michael Ryan, to manage the detailed work associated with the Transaction (the “Special Committee”).

Notwithstanding these governance measures, the presence of Common Directors on both boards, and the fact that members of our management and board have ongoing relationships with EUR, may give rise to actual or perceived conflicts of interest in connection with the negotiation, approval, and implementation of the Transaction, including with respect to the terms of the Exchange Ratio, the size and payment circumstances of the Reimbursement Fee and Reverse Reimbursement Fee, and other terms of the Scheme Implementation Deed. If EUR shareholders, our shareholders, regulators, or other stakeholders perceive that the Transaction was not negotiated on an arm’s-length basis, or that our corporate governance measures were insufficient to address these conflicts, we could face reputational harm, shareholder litigation, or regulatory scrutiny, any of which could adversely affect our business and the market price of our securities.

If we complete our acquisition of EUR, we may fail to realize the anticipated benefits of the Transaction or may encounter significant difficulties integrating EUR’s business, operations, and personnel with our own.

If the Transaction is completed, we will need to integrate EUR’s business, operations, employees, and existing contractual and regulatory relationships with our own, including EUR’s interests in the Wolfsberg project and other assets and liabilities of the EUR group, potentially including EUR’s proposed investment in or acquisition of Velta Holdings US Inc. and any related loans, contingent obligations, or minimum cash adjustments associated with that transaction. Achieving the anticipated benefits of the Transaction will depend in part on our ability to integrate EUR’s business successfully and efficiently, and our management may face significant challenges in doing so, including difficulties in retaining key EUR employees, integrating financial reporting and internal control systems, reconciling differing corporate cultures and business practices across Australian, European and U.S. operations, and managing any unforeseen liabilities of EUR that come to light after completion.

In addition, the Transaction will result in EUR being delisted from the ASX while EUR continues to be subject to Australian corporate law and regulatory obligations, adding to our compliance burden across multiple jurisdictions. If we fail to successfully integrate EUR’s business or to realize the anticipated benefits of the Transaction, our business, financial condition and results of operations could be adversely affected, and the market may not perceive the Transaction to have delivered the value anticipated at signing. See also “—Risks Related to our Mining Operations—We may fail to realize the anticipated benefits of our acquisition of 60 Degrees North ApS” below for a discussion of similar integration risk relating to our other recent acquisition.

Risks Related to Legal, Compliance and Regulations

We will be required to obtain government regulatory permits and approvals to conduct exploration and evaluation and subsequent development and mining operations, a process which is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted.

We are required to obtain and renew governmental permits and approvals in addition to the license for further exploration and evaluation activities. Prior to any mining, construction, or on-ground disturbance activity, we are required to obtain additional governmental permits and approvals, some of which are under application with relevant government regulators. Obtaining and renewing any of these governmental permits is a complex, time-consuming and uncertain process involving numerous jurisdictions, public hearings and possibly costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control, including the interpretation of approval requirements administered by the applicable governmental authority as well as the time required for, and the outcome of, environmental impact assessment proceedings in Austria and extension of the exclusive license for exploitation of rare earths minerals for the Tanbreez Project in Greenland.

We may not be able to obtain or renew permits or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such permits and approvals exceeds our expectations. Any unexpected delays, costs or conditions associated with the governmental approval process could delay our planned exploration and evaluation as well as any subsequent development and mining operations, which in turn could materially adversely affect our prospects, revenues and profitability. In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes in the scope or conditions to use of any permits obtained.

For example, in addition to the permits that we have been issued to date, we are required to obtain other permits and approvals before construction or operations related to construction mining, mineral processing and chemical manufacturing. On December 2, 2024, the Wolfsberg Project received a decree from the Carinthian state government in Austria stating that an environmental impact assessment determination procedure at full industrial and procedural scale was not required, due to the advanced and final feasibility stage demonstrating small footprint and low environmental impact in accordance with local and international standards/regulations. However, in 2025 the decree was appealed by third parties not related to the project in the Austrian administrative court. The administrative court has delegated the decision back to the issuing authority at the state of Carinthia for reassessment. We have filed an appeal to this decision at the administrative court, and the matter is now assigned to the federal court and remains ongoing as of the date of this Annual Report.

Private parties, such as environmental activist organizations, frequently attempt to intervene in the permitting process to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.

The legal and regulatory framework in which we operate is complex, and our governance and compliance policies and processes may not prevent potential breaches of law or accounting or other governance practices. Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

We are required to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include Austria and Australian anti-bribery and corruption legislation, as well as the laws of the other countries (for example, the U.S. Foreign Corrupt Practices Act and the UK’s Bribery Act 2010) where we do business or have a close connection. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. These and other applicable laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar areas. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation could adversely affect our reputation, business, results of operations and financial condition.

Our operations are subject to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

Our operations are subject to compliance with various environmental, health and safety laws, regulations, permitting requirements and standards primarily in Greenland and Austria, as well as other areas in which we intend to do business such and Saudi Arabia and other parts of Europe.

We are subject to environmental laws, regulations and permits in the various jurisdictions in which we operate, including those relating to, among other things, the removal and extraction of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials. Pursuant to such requirements, we may be subject to inspections or reviews by governmental authorities. Failure to comply with these environmental requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to incur significant capital and other compliance costs related to such requirements. These laws, regulations and permits, and the enforcement and interpretation thereof, change frequently and generally have become more stringent over time. If our noncompliance with such regulations were to result in the release of hazardous materials into the environment, such as soil or groundwater, we could be required to remediate such contamination, which could be costly. Moreover, noncompliance could subject us to private claims for property damage or personal injury based on exposure to hazardous materials or unsafe working conditions. In addition, changes in applicable requirements or stricter interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities. The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations.

We also could be liable for any environmental contamination at, under or released from our or our predecessors’ currently or formerly owned or operated properties or third-party waste disposal sites. Some environmental laws hold all parties strictly liable for hazardous substance releases at properties or sites, regardless of fault or whether the original actions were legal. A generator of waste can be held responsible for contamination resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard to whether the responsible party knew of, or was responsible for, the presence of the contaminants. Accordingly, we may be held responsible for more than our share of the contamination or other damages, up to and including the entire amount of such damages. In addition to potentially significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties, including for orders, inspections, fines or penalties, natural resource damages, personal injury, property damage, toxic torts and other damages.

Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, financial position and results of operations.

The core health risks associated with our exploration and evaluation operations arise from occupational exposure and community environmental exposure to silica dust, noise and certain hazardous substances, including toxic gases and harmful particulates. The most significant occupational diseases affecting our workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease) as well as noise-induced hearing loss. Past and current employees may be awarded compensation for occupational illnesses (and injuries) in accordance with the legislative regime applicable to the illness contracted.

In the case of occupational diseases such as silicosis, employees retain the right to seek additional compensation from their employer in a civil action under common law (either as individuals or as a class) for the shortfall of their claims, to the extent that such claims are not fully satisfied under the statutory workers compensation regime (which, due to the low thresholds set by statute, is often the case).

Additionally, due to the nature of our operations, our employees and contractors are exposed to varying degrees of risk in the workplace. These risks may include exposure to dangerous situations, machinery or materials and/or health hazards and have the potential to result in disease, personal injury or death. We are responsible for the health, safety and security of our employees (including third-party personnel) working at sites and persons who are not employed by us but may be directly affected by our operations under our management and, accordingly, must implement adequate health and safety systems and procedures. Health and safety incidents can result in loss of life, losses and liabilities, work stoppages, serious damage to equipment or property or environmental damage. These risk factors can, singularly or in combination, have a material effect on our reputation, results of operations and financial condition. In the event of disease, injury or death arising out of the negligence of an employer or its employees, a risk of criminal and, in certain circumstances, civil litigation exists. In the case of a work-related fatality, an employer may be subjected to criminal charges in a court of law. Furthermore, such incidents can result in violations of various health and safety laws and regulations that could have a material adverse effect on our results of operations, financial condition and/or prospects.

The impact of climate change may adversely affect our operations and/or result in increased costs to comply with changes in regulations.

Climate change is an international and community concern which may directly or indirectly affect our business and current and future activities. The continuing rise in global average temperatures has created varying changes to regional climates across the world and extreme weather events have the potential to delay or hinder our exploration activities at our mineral projects, and to delay or cease operations at any future mine. This may require us to make additional expenditures to mitigate the impact of such events which may materially and adversely increase our costs and/or reduce production at a future mining operation. Governments at all levels are amending or enacting additional legislation to address climate change by regulating, among other things, carbon emissions and energy efficiency, or where legislation has already been enacted, regulation regarding emission levels and energy efficiency are becoming more stringent. As a significant emitter of greenhouse gas emissions, the mining industry is particularly exposed to such regulations. Compliance with such legislation, including the associated costs, may have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to commence or continue our exploration, evaluation and any future development and mining operations.

Changing climate patterns may also affect the availability of water. If the effects of climate change cause prolonged disruption in the delivery of essential commodities, then production efficiency may be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, climate change is perceived as a threat to communities and governments globally and stakeholders may demand reductions in emissions or call upon mining companies to better manage their consumption of climate-relevant resources. Negative social and reputational attention toward our operations may have a material adverse effect on our business, financial condition, results of operations and prospects. A number of governments have already introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulations relating to emission levels (such as carbon taxes) and energy efficiency are becoming more stringent. If the current regulatory trend continues, this may result in increased costs at some or all of our mineral projects.

Increased scrutiny of our environmental, social and governance practices could harm our reputation and adversely affect the market price of our securities.

We market ourselves, in part, on the basis of our positioning as a developer of critical mineral supply chains outside of, and not linked to, the PRC, and our commitment to environmentally and socially responsible development of the Tanbreez Project and Wolfsberg Project. Expectations regarding environmental, social and governance (“ESG”) matters are evolving rapidly, are often subjective, and vary among investors, customers, governments, non-governmental organizations and other stakeholders. Third-party organizations have developed ratings and scoring systems to evaluate companies on their approach to ESG matters, and unfavorable ratings, or a perception that we have failed to meet evolving expectations, could adversely affect investor sentiment toward us and our access to capital. Any failure, or perceived failure, to satisfy expectations regarding our ESG practices, to accurately report on our sustainability initiatives, or to achieve any sustainability-related goals we may announce, could damage our reputation, result in increased scrutiny from stakeholders, and have a material adverse effect on our business, financial condition, results of operations and the market price of our securities

We face opposition from organizations that oppose mining which may disrupt or delay our mining projects.

There is an increasing level of public concern relating to the effects of our exploration and evaluation activities on the natural landscape, in communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) that oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. NGOs or local community organizations could create direct adverse publicity against and/or disrupt the operations of our properties, regardless of our successful compliance with social and environmental best practices, due to political factors. Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, financial condition or results of operations.

The requirements of being a public company in the U.S. may strain our resources and divert management’s attention, and the increases in legal, taxation, accounting and compliance expenses that will result from being a public company in the U.S. may be greater than we anticipate.

Requirements associated with being a public company in the United States require significant resources and management attention. We are subject to reporting requirements of the Exchange Act and Nasdaq. We are also subject to different taxation legislation in the jurisdictions in which we operate in addition to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, complying with rules and regulations and the increasingly complex laws pertaining to public companies will require substantial attention from our senior management, which could divert their attention away from the day-to-day management of our business. These cost increases and the diversion of management’s attention could materially and adversely affect our business, results of operations and financial condition. We will also need to hire additional personnel to support our financial reporting function and may face challenges in doing so.

Our business could be adversely affected by trade tariffs or other trade barriers.

Our business will be subject to the imposition of tariffs and other trade barriers, which may make it more costly for us to export our minerals to the imposing country. If we experience cost increases as a result of existing or future tariffs and are unable to pass on such additional costs to our customers, or otherwise mitigate the costs, or if demand for our exported minerals decreases due to the higher cost, our business, prospects, financial condition, results of operations and cash flows may be materially and adversely affected.

We are exposed to possible litigation risks, including mining permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims. Further, we may be involved in disputes with other parties in the future that may result in litigation. Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal injuries, property damage, property taxes, land rights, the environment and contract disputes.

The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly, time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.

Please also read “—Risks Related to Legal, Compliance and Regulation – We will be required to obtain government regulatory permits and approvals to conduct exploration and evaluation and subsequent development and mining operations, a process which is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted.”

We are subject to risks from legal and arbitration proceedings that may prevent us from pursuing our business activities or require us to incur additional costs in defending against claims or paying damages.

We may become subject to legal disputes and regulatory proceedings in connection with our business activities. In addition, even claims that arise in the ordinary course of our business may ultimately result in large damages amounts. For example, in the past we have been involved in legal disputes with potential financing sources, and we are currently involved in a dispute regarding amounts allegedly owed by us to a financial advisor for prior services. We may not be insured against all potential damages that may arise out of any claims to which we may be party. A negative outcome of these proceedings may prevent us from pursuing certain activities and/or require us to incur additional costs in order to do so and pay damages. In addition, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, financial condition, results of operations and prospects. Additionally, the significant increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs.

Risks Related to Technology

Any unauthorized access to, disclosure, or theft of personal information we gather, store, or use could harm our reputation and subject us to claims or litigation.

We maintain information necessary to conduct our businesses, including confidential and proprietary information as well as personal information regarding our customers and employees, in digital form. We also use computer systems to deliver our products and services and operate our businesses. Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and our computer systems are subject to cyberattacks that may result in disruptions in service. We use many third-party systems and software, which are also subject to supply chain and other cyberattacks. We develop and maintain information security programs to identify and mitigate cyber risks but the development and maintenance of these programs is costly and requires ongoing monitoring and updating as technology changes and efforts to overcome security measures become more sophisticated. Accordingly, despite our efforts, the risk of unauthorized access, modification, exfiltration, destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot be eliminated entirely, and the risks associated with a potentially material incident remain. In addition, we provide some confidential, proprietary and personal information to third parties in certain cases when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect this information and, where we believe appropriate, monitor the protections employed by these third parties, there is a risk the confidentiality of data held by third parties may be compromised.

If our information or cyber security systems or data are compromised in a material way, our ability to conduct our business may be impaired, we may lose profitable opportunities or the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our intellectual property. If personal information of our customers or employees is misappropriated, our reputation with our customers and employees may be damaged, resulting in loss of business or morale, and we may incur costs to remediate possible harm to our customers and employees or damages arising from litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arising out of the incident. Insurance we obtain may not cover losses or damages associated with such attacks or events.

A failure of our information technology and data security infrastructure could adversely affect our business and operations.

We rely on various information technology systems. These systems remain vulnerable to disruption, damage or failure from a variety of sources, including, but not limited to, errors by employees or contractors, computer viruses, cyberattacks, including phishing, ransomware, and similar malware, misappropriation of data by outside parties, and various other threats. Techniques used to obtain unauthorized access to or sabotage our systems are under continuous and rapid evolution, and we may be unable to detect efforts to disrupt our data and systems in advance. Breaches and unauthorized access carry the potential to cause losses of assets or production, operational delays, equipment failure that could cause other risks to be realized, inaccurate recordkeeping, or disclosure of confidential information, any of which could result in financial losses and regulatory or legal exposure, and could have a material adverse effect on our business, financial condition or results of operations. We may incur material losses relating to cyberattacks or other information security breaches in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As such threats continue to evolve, we may be required to expend additional resources to modify or enhance any protective measures or to investigate and remediate any security vulnerabilities.

Risks Related to our Mining Operations

The development of mining operations at the Tanbreez Project in Greenland and the Wolfsberg Project in Austria is dependent on a number of factors, many of which are beyond our control. If we commence production at the Tanbreez Project and the Wolfsberg Project, our operations may be disrupted by a variety of risks and hazards that could have a material adverse effect on our future operating costs, financial condition and ability to develop and operate a mine.

Mining by its nature involves significant risks and hazards, including environmental hazards, as well as industrial and mining accidents. These include, for example, seismic events, fires, cave-ins and blockages, flooding, discharges of gasses and toxic substances, contamination of water, air or soil resources, unusual and unexpected rock formation affecting mineralization or wall rock characteristics, ground or slope failures, rock bursts, wildfires, radioactivity and other accidents or conditions resulting from mining activities, including, among others, blasting and the transport, storage and handling of hazardous materials. In addition, production, in general, is negatively affected by high rainfall and inclement weather conditions affecting mining in an open pit environment.

We remain at risk of experiencing environmental and other industrial hazards, as well as industrial and mining accidents. Any such incident could have a material adverse effect on our business, operating results and financial condition. Seismic activity is of particular concern in the underground mining environment. Seismic events have intermittently in the past caused death and injury to workers and can result in safety-related stoppages. Additionally, seismic activity has also caused a loss of mining equipment, damage to and destruction of mineral properties and production facilities, monetary losses, environmental damage and potential legal liabilities.

Furthermore, there is the risk that relevant regulators may impose fines and work stoppages for non-compliant mining operating procedures and activities, which could reduce or halt production until lifted. The occurrence of any of these events could delay or halt production, increase production costs and result in financial and regulatory liability for us, which could have a material adverse effect on our business, results of operations and financial condition. In addition, the relevant environmental authorities have issued and may issue administrative directives and compliance notices in the future, to enforce the provisions of the relevant statutes to take specific anti-pollution measures, continue with those measures and/or to complete those measures. The authorities may also order the suspension of part, or all of, our operations if there is non-compliance with legislation. Contravention of some of these statutes may also constitute a criminal offense and an offender may be liable for a fine or imprisonment, or both, in addition to administrative penalties.

As a result, the occurrence of any of these events may have a material adverse effect on our business, results of operations and financial condition.

Although uranium and thorium occur at the Tanbreez Project only at background levels, our exploration, development and any future processing activities may still be subject to regulatory requirements governing naturally occurring radioactive materials, and any related compliance costs or delays could adversely affect our business.

Drill core assays at the Tanbreez Project indicate that uranium and thorium occur at background levels and do not concentrate during processing. Nonetheless, our exploration, development and, if we proceed to production, our mining, processing and waste management activities may still be subject to regulatory requirements applicable to naturally occurring radioactive materials, including requirements governing the handling, storage, transport and disposal of any waste or byproducts containing such materials. Any such requirements could result in delays in obtaining or maintaining necessary permits, require us to implement additional monitoring, handling or disposal protocols, or result in unanticipated compliance costs. If our understanding of the levels or behavior of uranium and thorium at the Tanbreez Project during processing proves to be inaccurate, or if applicable thresholds for regulatory treatment of naturally occurring radioactive materials are lowered or interpreted more strictly by regulators in the future, we could face increased compliance costs, permitting delays or other restrictions on our planned operations, which could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in transportation costs, disruptions in marine or other transportation services, or our reliance on the MV Ocean Endeavour and third-party crewing arrangements could impair our ability to develop the Tanbreez Project and deliver our products to customers.

Access to the Tanbreez Project is currently available principally by boat through the fjords of southern Greenland, and we expect to rely on similar marine access for the transportation of personnel, equipment and, eventually, products to and from the site. We recently acquired the MV Ocean Endeavour, a vessel that is being modified to serve as a floating base camp to house mining crews and staff for the Tanbreez Project, and have subcontracted with DP World to crew and manage the vessel. Our operations at Tanbreez are therefore dependent, in part, on the continued availability and seaworthiness of the MV Ocean Endeavour, the performance by DP World of its crewing and management obligations, and favorable sea and weather conditions in the relevant fjords. Any damage to or unavailability of the MV Ocean Endeavour, any failure by DP World or other third party service providers to perform their obligations, adverse or unusual weather or sea ice conditions, or other disruptions to marine access, could delay our exploration, development and future production activities at Tanbreez, require us to secure alternative and potentially more costly housing, logistics or crew transport arrangements, and increase our costs. More broadly, our ability to transport equipment, supplies and, eventually, products to and from our projects may also be affected by labor disputes, embargoes, government restrictions, work stoppages, adverse weather, or other events beyond our control affecting rail, road, marine or air transportation, any of which could adversely affect our results of operations.

Our projects depend on limited or single source water and power infrastructure, and any disruption to that infrastructure could delay our operations and increase our costs.

The Tanbreez Project relies on a single hydro-electric power transmission line located approximately two kilometers south of the license area, and on freshwater resources available at the site, for its anticipated power and water needs. The Wolfsberg Project’s planned operations are expected to rely on access to the regional electricity grid and the natural gas transmission pipeline that follows the A2 motorway near the project. Neither project currently has multiple independent sources of power or water supply. The Wolfsberg project will be self-sufficient in water supply from the underground water management at operational stage. Potable and industrial water will be fully supplied by the mine itself. Any disruption, damage to, or unavailability of the hydro-electric transmission line, natural gas pipeline, regional electricity grid, or local water resources on which either project depends, whether as a result of equipment failure, severe weather, maintenance, third-party action or otherwise, could delay or interrupt our exploration, development or, if applicable, future production activities, require us to incur additional costs to secure alternative sources of power or water, or otherwise have a material adverse effect on our business, financial condition and results of operations. In addition, future regulatory changes in water rights, allocation or availability, including as a result of climate change, could increase our operating costs or limit our ability to develop or operate either project as currently planned.

The occurrence of significant events against which we may not be fully insured could have a material adverse effect on our business, financial condition and results of operations.

Although we have an insurance program, we may become subject to liability for pollution, occupational illness or other hazards against which we have not been insured, cannot insure or are insufficiently insured, including those relating to future mining activities. Our existing property and liability insurance contain specific exclusions and limitations on coverage. Should we suffer a major loss, which is insufficiently covered, future earnings could be affected. In addition, certain classes of insurance may not continue to be available at economically acceptable premiums. As a result, in the future, our insurance coverage may not fully cover the extent of claims against it or any cross-claims made.

We may fail to realize the anticipated benefits of our acquisition of 60 Degrees North ApS, and our collaboration agreement with 60° North in support of the Tanbreez Project may not be finalized on the terms anticipated, may be delayed, or may not deliver the intended operational support.

In March 2026, we entered into an agreement to acquire, and in April 2026 we completed the acquisition of, a majority stake in 60 Degrees North ApS (“60° North”), a Greenlandic contractor based in Qaqortoq, southern Greenland. As part of the acquisition, 60° North is expected to enter into a collaboration agreement with Tanbreez Mining Greenland A/S to support the development of infrastructure and local operational capacity around the Tanbreez Project. We cannot assure you that this collaboration agreement will be finalized on the terms currently anticipated, that it will be finalized at all, or that, once finalized, it will deliver the operational, cost, or timing benefits we currently expect for the Tanbreez Project. Integrating 60° North's operations, workforce, and existing customer and supplier relationships into our broader strategy may require significant management time and attention and may cost more than we currently anticipate. If we are unable to successfully integrate 60° North's business or realize the anticipated benefits of the acquisition, including the intended infrastructure and logistical support for the Tanbreez Project, our development timeline for Tanbreez could be delayed and our business, financial condition and results of operations could be adversely affected. See also “—Risks Related to the Proposed Acquisition of European Lithium—If we complete our acquisition of European Lithium, we may fail to realize the anticipated benefits of the Transaction” above for a discussion of similar integration risk relating to our other recent acquisition.

Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations.

The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in mineralization recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control. Due to any of these or other factors, the operating costs at any such future mine may be significantly higher than those forth in the applicable Technical Report Summary and will use as a basis for construction of a mine. As a result of higher capital and operating costs, production and economic returns may differ significantly from those set forth in such report and any future development activities may not result in profitable mining operations.

Mining projects such as ours have no operating history on which to base estimates of future operating costs and capital requirements. Any projections we make are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, our actual operating results may differ materially from our forecasted results.

Our exploration and evaluation projects have no operating history on which to base estimates of future commercial viability. Estimates of mineral resources and mineral reserves are largely based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies. This information is used to calculate estimates of the capital cost and operating costs based on anticipated tonnage and grades of mineralization to be mined and processed, the configuration of the mineral resource, expected recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions and other factors. As a result, the actual capital cost, operating costs and economic returns of any proposed mine may differ from those estimated, and such differences could have a material adverse effect on our business, results of operations, financial condition and prospects. There can be no assurance that we will be able to complete the development of our mineral projects, or any of them, at all or on time or to budget due to, among other things, and in addition to those factors described above, changes in the economics of the mineral projects, delays in receiving required consents, permits and licenses (including mining licenses), the delivery and installation of plant and equipment and cost overruns, or that the current personnel, systems, procedures and controls will be adequate to support our operations. Should any of these events occur, it would have a material adverse effect on our business, results of operations, financial condition and prospects.

Our resource estimates may change significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, our estimates are likely to change and these changes may result in a reduction in our resources. These changes may also result in alterations to our further exploration and any future development and mining plans, which may, in turn, adversely affect our operations.

Estimated mineral resources (and mineral reserves) may have to be recalculated based on changes in commodity prices, further exploration or subsequent development activity, loss or change in permits or actual production experience. Such changes could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource estimates. The extent to which our mineral resources may ultimately be reclassified as mineral reserves depends on the demonstration of their profitable recovery and economic mineability. You should not assume that any part of an inferred mineral resource will be upgraded to a higher category or that any of the mineral resources will be reclassified as mineral reserves.

Material changes in mineral resources, if any, grades, stripping ratios or recovery rates may affect the economic viability of any project. Our future growth and productivity will depend, in part, on our ability to develop and maintain commercially mineable mineral rights at our existing properties or identify and acquire other commercially mineable mineral rights, and on the costs and results of continued exploration and potential development programs.

There is no certainty that any portion of the mineral resources at the Tanbreez Project of the Wolfsberg Project will be reclassified into higher-confidence or converted into mineral reserves, and therefore the reclassification process is subject to significant uncertainty.

Neither the Tanbreez Project nor the Wolfsberg Project currently has any declared mineral reserves. The mineral resources reported for each project are classified across measured, indicated and inferred categories, each reflects a difference level of geological confidence. Inferred mineral resources, which comprise a portion of the resources reported for both projects, have the lowest level of geological confidence of all mineral resource categories, and there is no assurance that any inferred mineral resource will be upgraded to an indicated or measured category, or that any of our resources, regardless of category, will ultimately be converted into mineral reserves. Reclassification of mineral resources between categories, and any eventual conversion to mineral reserves, depends on a number of variable factors, many of which are outside of our control, including geological and mining conditions that may differ from current interpretations, changes in our mining and processing strategy, future assumptions regarding commodity prices, foreign exchange rates, process recovery rates, and operating and capital costs, and future regulatory and permitting requirements. Changes in any of these factors from period to period could result in an increase or decrease in the resources or reserves we report, and could adversely affect our ability to raise financing, complete future feasibility studies, and to develop either project into a producing mine.

Risks Related to our Structure and Regulatory Matters

European Lithium is currently listed on the Australian Securities Exchange (the “ASX”), which could divert our management’s time and resources away from our exploration efforts.  We may face claims and liability for breaches, or alleged breaches, of Australian regulations and other applicable laws.

European Lithium will, subject to completion of the Transaction, be de-listed from the ASX, but will continue to be required to comply with Australian corporate law.  We have policies and procedures that we believe are designed to provide reasonable assurance that our actions will not infringe on Australian corporate law.  These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by Australian regulatory and governing bodies.  We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.  If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We are dependent upon distributions from our subsidiaries to pay taxes and cover our corporate and other overhead expenses and pay dividends, if any, on our ordinary shares. We do not currently intend to pay dividends on our ordinary shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.

We are a holding company and have no material assets other than our equity interest in our subsidiaries. We have no independent means of generating revenue and depend on our subsidiaries for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our ordinary shares. Legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. Thus, we do not currently expect to pay cash dividends on our ordinary shares. Any future dividend payments are within the absolute discretion of the Board of Directors of the Company (the “Board”) and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that the Board may deem relevant.

As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

We are a “foreign private issuer” under the SEC rules and are therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same timeframes as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and we are not required to reconcile our financial statements to U.S. GAAP. We are not required to comply with Regulation Fair Disclosure, or Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities.

In addition, as a “foreign private issuer” whose shares are listed on Nasdaq, we are permitted, subject to certain exceptions, to follow certain home country rules in lieu of certain Nasdaq listing requirements. We have the option to rely on available exemptions under the Listing Rules that would allow us to follow home country practice, including, among other things, the ability to opt out of (i) the requirement that the Board be comprised of a majority independent directors, (ii) the requirement that our independent directors meet regularly in executive sessions and (iii) the requirement that we obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans.

We have elected to follow certain home country rules. Accordingly, our shareholders may receive less or different information about us than they would receive about a U.S. domestic public company, and our shareholders may not have the ability to vote on or approve certain transactions that are typical of a U.S. domestic public company. Please see “Item 16G. Corporate Governance” for additional information.

We may lose our foreign private issuer status, which would then require us to comply with the domestic reporting regime of the Securities Exchange Act of 1934, as amended, and cause us to incur significant additional legal, accounting and other expenses.

As discussed above, we are a foreign private issuer and therefore are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act, and we take advantage of certain exemptions to Nasdaq’s corporate governance rules. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, our most recent determination of foreign private issuer status was made on December 31, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or if we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. In such an event, we would have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that it will not incur as a foreign private issuer.

If we fail to maintain effective internal control over financial reporting, the price of our ordinary shares may be adversely affected.

We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting, or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, or disclosure of management’s assessment of our internal control over financial reporting, may have an adverse impact on the price of our ordinary shares.

In connection with the audit of our consolidated financial statements for the year ended June 30, 2026, we and the auditors identified four material weaknesses in our internal control over financial reporting. The material weaknesses related to the following:

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after it is no longer an “emerging growth company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We have concluded that there are material weaknesses in our internal control over financial reporting and we cannot assure you that additional material weaknesses will not be identified in the future. These material weaknesses may not be timely remediated and general reputational harm could result or persist, which could affect our business, operations and financial condition. The failure to implement and maintain effective internal control over financial reporting could result in material misstatements in the financial statements, which could require us to restate financial statements, cause investors to lose confidence in the reported financial information and have a negative effect on the price of our ordinary shares.

In the course of auditing the consolidated financial statements for the year ended June 30, 2026, we and our independent registered public accounting firm identified four material weaknesses in the internal control over financial reporting as of June 30, 2026, in accordance with the standards established by the PCAOB. We aim to take certain measures by hiring additional personnel and implementing policies and procedures to remediate the identified material weaknesses, although no assurance can be given as to whether these steps will be sufficient. The implementation of these improvements may increase our administrative expenses. To the extent these steps are not successful, we could be forced to incur additional expenses and require more of management’s time.

We cannot assure you that additional material weaknesses or significant deficiencies in the internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in the implementation of new or improved controls, could result in additional significant deficiencies or material weaknesses, cause us to fail to meet the periodic reporting obligations or result in material misstatements in the financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding the effectiveness of the internal control over financial reporting. Furthermore, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of the internal control over financial reporting as of the end of the fiscal year. However, for as long as we are an “emerging growth company” under the JOBS Act, the independent registered public accounting firm will not be required to attest to the effectiveness of the internal control over financial reporting pursuant to Section 404. We could be an emerging growth company for up to five years after the completion of our business combination. An independent assessment of the effectiveness of our internal control over financial reporting could detect problems that the management’s assessment of our internal control over financial reporting might not. The existence of a significant deficiency or a material weakness could result in errors in the financial statements that could result in a restatement of financial statements, cause us to fail to meet the reporting obligations and cause investors to lose confidence in the reported financial information, leading to a decline in the price of our ordinary shares.

We are an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. It cannot be predicted if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for the ordinary shares and our share price may be more volatile.

The future exercise of registration rights may adversely affect the market price of the ordinary shares.

Pursuant to a registration rights agreement to entered into concurrently with the Closing, we registered the ordinary shares held by EUR, Sizzle, the Sponsor and certain other holders of ordinary shares (including ordinary shares issuable upon the exercise, conversion, exchange or redemption of any other security therefor). In addition, the certain holders of our ordinary shares have been granted both demand and piggyback registration rights for our securities received in connection with the Business Combination. We also have entered into registration rights agreements and arrangements on numerous occasions in the past years, which generally require us to register shares that we issue to third parties for resale promptly following their issuance, and we intend to continue to enter into similar registration rights arrangements in the future.

The registration of these securities will permit the public resale of such securities, subject to any applicable contractual lock-up obligations. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the ordinary shares.

Anti-takeover provisions contained in our Charter, as well as provisions of British Virgin Islands law, could impair a takeover attempt and limit the price investors might be willing to pay in the future for ordinary shares and could entrench management.

Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under British Virgin Islands law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

These provisions include the ability of the Board to designate the terms of and issue new series of preferred shares without shareholder approval, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. The Charter also provides that the board of directors shall be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. There are advance notice requirements for shareholders seeking to nominated directors and propose matters to be acted upon at shareholder meetings, which could discourage or make more difficult an attempt to obtain control over us by means of a proxy contest, tender offer, merger, or otherwise.

Our Charter provides, subject to limited exceptions, that the courts of the British Virgin Islands will be the exclusive forum for matters arising out of or in connection with our Charter, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Charter provides that, unless we otherwise consent in writing to the selection of an alternative forum, each party shall be deemed to have agreed that the courts of the British Virgin Islands shall have exclusive jurisdiction to hear and determine all any dispute, suit, action, proceedings, controversy or claim of any kind arising out of or in connection with the Charter and for such purposes we and each member shall be deemed to have irrevocably submitted to the jurisdiction of such courts.

Additionally, unless we otherwise consent in writing, the federal district courts of the United States will be the exclusive forum for the resolution of claims arising under the Securities Act and Exchange Act.

This choice of forum provision may limit a stockholder’s ability to bring such claims in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Risks Related to Ownership of Our Ordinary Shares

The price of our securities may be volatile.

The market price of our ordinary shares and Public Warrants may fluctuate significantly, depending on many factors, some of which may be beyond our control, including:

Stock markets in general can experience volatility that is unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our ordinary shares and Public Warrants.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of its shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. The timing, declaration, amount and payment of future dividends to stockholders falls within the discretion of the Board. The Board’s decisions regarding the amount and payment of future dividends will depend on many factors, including our financial condition, earnings, capital requirements of our business and covenants associated with debt obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that the Board deems relevant.

If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, the price and trading volume of our securities could decline.

The trading market for our securities will depend in part on the research and reports that analysts publish about our business. We will not have any control over these analysts, and the analysts who publish information about us may have relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. If few or no securities or industry analysts cover us, if one or more of the analysts who cover us ceases coverage of us or fails to publish reports on us regularly, the trading price for our securities would be negatively impacted. If one or more of the analysts who cover us downgrades our securities or publishes inaccurate or unfavorable research about our business, the price of the ordinary shares would likely decline.

Our Warrants are exercisable for ordinary shares, which would increase the number of shares eligible for resale in the public market and result in dilution to our shareholders.

As of June 30, 2026, we had outstanding warrants to purchase an aggregate of 20,090,275 Ordinary Shares consisting of (i) warrants to purchase 7,660,775 Ordinary Shares, which were assumed by the Company at the closing of the Business Combination, each with an exercise price of $11.50 per share (the “Public Warrants”), (ii) warrants to purchase 1,595,000 Ordinary Shares issued to the PIPE Investors and 244,500 warrants to brokers, both with an exercise price of $7.00 per share (subject to further adjustments) and expiring on June 18, 2029 and warrants to purchase 9,990,000 Ordinary Shares issued to the PIPE Investors and 600,000 warrants to brokers, both with an exercise price of $7.00 per share (subject to further adjustments) and expiring on October 6, 2031 (the “PIPE Warrants” and, together with the Public Warrants, the “Warrants”). Each Warrant entitles the holder thereof to purchase one ordinary share at the applicable exercise price of such Warrant. We believe that the likelihood that Warrant holders determine to exercise their Warrants is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than the applicable exercise price of the Warrants (on a per share basis), we believe that Warrant holders will be unlikely to exercise any of their Warrants. Conversely, we believe the Warrant holders are more likely to exercise their Warrants the higher the price of our ordinary shares Is above the applicable exercise price of such Warrants. To the extent the Warrants are exercised, additional ordinary shares will be issued, which will result in dilution to the holders of ordinary shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of our ordinary shares.

Your unexpired Public Warrants may be redeemed prior to their exercise at a time that may be disadvantageous to you, thereby making your Public Warrants worthless.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last reported sales price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on each of 20 trading days within any 30 trading day period commencing after the Public Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided that there is an effective registration statement covering the ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require the exercise of the Warrants on a cashless basis. If and when the Public Warrants become redeemable, we may not exercise such redemption right if the issuance of the ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. Redemption of the outstanding Public Warrants could force you to: (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

Sales, or the perception of sales, of a substantial number of our securities in the public market by certain of our securityholders could cause the price of our ordinary shares and public warrants to fall.

The resale, or expected or potential resale, of a substantial number of our Ordinary Shares in the public market could occur at any time. For example, our registration statement on Form F-1 (subsequently amended to Form F-3 on April 23, 2025) registered for resale up to 100,312,567 Ordinary Shares, which constituted approximately 68% of our outstanding Ordinary Shares on a fully diluted basis as of June 30, 2026, on behalf of the selling securityholders named therein. Certain Ordinary Shares have been sold under such registration statement, but a significant number of shares remain unsold. In addition, the Company has filed registration statements on many occasions in the past related to the potential resale of Ordinary Shares by other shareholders named therein, and expects to continue to do so in the future as part of its capital raising strategy. Such sales, or the perception that such sales could occur, could adversely affect the market price for our Ordinary Shares and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, share incentive plans or otherwise may dilute our current stockholders and may and have a negative impact on the market price of our ordinary shares.

Our existing cash and cash equivalents may not be sufficient to meet our working capital needs in the future. Further, our estimates may prove to be inaccurate, and we could spend our capital resources faster than we currently expect. Additionally, changing circumstances, some of which may be beyond our control, could also cause us to spend capital significantly faster than we currently anticipate, and we may need to seek additional funding sooner than planned. Accordingly, we expect to issue additional shares in the future to fund our operations and working capital needs, which may result in dilution to other shareholders.

Please read "The number of our ordinary shares to be issued in the Transaction is subject to a floating exchange ratio with a collar, and the resulting dilution to our existing shareholders cannot be determined with certainty until shortly before completion" for a description of the ordinary shares we may issue in the Transaction.

In addition, we may issue up to an additional 6,778,838 Ordinary Shares to EUR in connection with the earnout provision contained within the Merger Agreement. Half of the earnout shares will become issuable if the volume weighted average price, or VWAP (as defined in the Merger Agreement), of Ordinary Shares trades above $15 dollars per share, and the other half are issuable if the VWAP for Ordinary Shares trades above $20 per share, in each case for any 20 trading days in any 30 day trading period during the five-year period following the consummation of the Business Combination. The earnout shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance of the earnout shares. Please see “Item 5. Operating and Financial Review and Prospects—Recent Developments—The Proposed Acquisition of European Lithium Limited” for how the earnout obligation is expected to be treated in the Transaction with EUR.

In addition, we have granted equity awards to employees, directors, and consultants under our share incentive plans and we may do so in the future. We also expect to raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. We have elected to comply with the Nasdaq home country corporate governance rules applicable to foreign private issuers, which means that we follow certain corporate governance rules that conform to requirements of the British Virgin Islands in lieu of many of the Nasdaq corporate governance rules. For example, among other things, we have opted out of the requirement that we obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions or private placements of securities. Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Please see “Item 16G. Corporate Governance.”

Any such issuances of additional shares may cause shareholders to experience significant dilution of their ownership interests and could have a negative impact on the market price of the Company ordinary shares and the Company’s ability to obtain additional financing in the future.

Risks Related to U.S. Federal Income Tax

The IRS may not agree that we should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Although we are incorporated in the British Virgin Islands and a UK tax resident, the U.S. Internal Revenue Service (the “IRS”) may assert that we should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) as a result of the Business Combination. For U.S. federal income tax purposes, a corporation is generally classified as a U.S. (or “domestic”) corporation if it is created or organized in or under the laws of the United States, any state thereof, or the District of Columbia. Because the Company is not so created or organized (but is instead incorporated only in the British Virgin Islands), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. (or “domestic”) corporation) under these general rules. Section 7874 of the Code provides an exception under which a corporation created or organized only under non-U.S. law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

We are not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code as a result of the Business Combination. However, the application of Section 7874 of the Code is complex, is subject to detailed rules regulations (the application of which is uncertain in various respects and could be impacted by changes in such rules and regulations with possible retroactive effect), there can be no assurance that the IRS will not challenge our status as a foreign corporation under Section 7874 of the Code or that such challenge would not be sustained by a court. In addition, our U.S. counsel expresses no opinion as to the status of the Company as a foreign corporation under Section 7874 of the Code.

If the IRS were to successfully challenge under Section 7874 of the Code our status as a foreign corporation for U.S. federal income tax purposes, we and certain of our shareholders would be subject to significant adverse tax consequences, including a higher effective corporate income tax rate and potential future withholding taxes on certain of our shareholders. In particular, holders of our ordinary shares would be treated as holders of stock of a U.S. corporation.

Investors should consult their own advisors regarding the potential application of Section 7874 of the Code to the Company.

If a U.S. person is treated as owning at least 10% of our stock, such person may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our stock, such person may be treated as a “United States shareholder” with respect to us and our direct and indirect subsidiaries (the “Company Group” or the “Group”) that is a “controlled foreign corporation,” or CFC, for U.S. federal income tax purposes. A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation, in the aggregate, is owned, or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. Moreover, regardless of whether we are a CFC, if the Company Group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as CFCs regardless of whether we are treated as a CFC pursuant to a “downward attribution” rule under current law. The Company Group currently includes U.S. subsidiaries. This rule, however, will cease to apply to treat such non-U.S. subsidiaries as CFCs for taxable years beginning after December 31, 2025.

If we or any of our non-U.S. subsidiaries is a CFC, “United States shareholders” will be subject to adverse income inclusion and reporting requirements with respect to such CFC. No assurance can be provided that we will assist holders in determining whether we or any of our non-U.S. subsidiaries is treated as a CFC or whether any holder is treated as a “United States shareholder” with respect to any of such CFCs or furnish to any holder information that may be necessary to comply with reporting and tax payment obligations with respect to such CFCs.

U.S. investors may suffer adverse U.S. federal income tax consequences if we are treated as a passive foreign investment company.

A non-U.S. corporation generally will be treated as a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income (which generally includes interest, dividends, rents and royalties (other than certain rents or derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income) or (2) at least 50% of the value of its assets (ordinarily based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Whether we are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our income and assets, and the market value of our shares and assets, including the composition of income and assets and the market value of shares and assets of certain subsidiaries, from time to time. Accordingly, a complete determination can only be made annually after the close of each taxable year. As of the date hereof, we have not made a determination as to our PFIC status for our most recent taxable year or any other taxable year. Thus, no assurance can be given as to whether we were a PFIC for our recently ended taxable year or any other taxable year. Thus, no assurance can be given as to whether we were a PFIC for our most recently ended taxable year or whether we will be a PFIC in our current taxable year or for any future taxable year. In addition, our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.

If we are a PFIC for any taxable year during a U.S. Holder’s (as defined in the section of this Annual Report entitled “Material U.S. Federal Income Tax Considerations”) holding period for our ordinary shares, such U.S. Holder may be subject to adverse tax consequences and may incur certain information reporting obligations. Under the PFIC rules, unless such U.S. Holder is eligible for and timely makes one of the elections available under the Code (which such election could itself have adverse consequences for such U.S. Holder), such U.S. Holder may be subject to U.S. federal income tax at the then prevailing maximum rates on ordinary income and possibly an “interest” charge, in respect of “excess distributions” and upon any gain from the disposition of our ordinary shares, as if the excess distribution or gain had been recognized ratably over such U.S. Holder’s holding period of our ordinary shares. There can be no assurance that we will have timely knowledge of its status as a PFIC in any taxable year or that we will timely provide information that would be required in order for a U.S. Holder to make any such election. For a further discussion, see “Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” U.S. investors are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and their investment in our ordinary shares.

Item 4. Information on the Company.

We are a leading mining evaluation and exploration company focused on HREEs, critical metals and minerals, and producing strategic products essential to electrification and next generation technologies for Europe and its Western world partners. Our primary strategy is to acquire, explore and develop unique and permitted critical metals mining assets that we expect will benefit from robust regulatory tailwinds in both Europe and North America and long-term secular trends for next generation technology in environmental, commercial and government applications. At the closing of our Business Combination, our efforts were solely focused on the exploration and evaluation of our wholly owned Wolfsberg Lithium Project (the “Wolfsberg Project”) located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna. In addition, we held additional Austrian projects, including the 20% interest European Lithium transferred to us at the Closing of the Business Combination (which was February 27, 2024). On June 5, 2024, we announced an agreement to acquire an interest in the Tanbreez Green Rare Earth Mine (the “Tanbreez Project”). The Tanbreez Project is a permitted, globally significant critical minerals asset positioned to unlock a sustainable, reliable and long-term rare earth supply for North America and Europe. Once operational, Tanbreez is expected to supply heavy rare earth elements (“HREEs”) to customers in the western hemisphere to support the production of a wide range of next-generation commercial products, as well as demand from the defense industry. In addition, the Company has entered into the Scheme Implementation Deed with EUR pursuant to which it has agreed to acquire all of the issued shares and listed options of EUR by way of the Transaction. Please see “Item 5. Operating and Financial Review and Prospects—Recent Developments—The Proposed Acquisition of European Lithium Limited”

Our executive offices are located at c/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

Critical Metals is a holding company incorporated on October 14, 2022, in the British Virgin Islands. We conduct our operations through our subsidiaries. Investments in our securities are not purchases of equity securities of these operating subsidiaries but instead are purchases of equity securities of a BVI holding company with no material operations of its own. With a holding company structure, we are subject to various restrictions on intercompany fund transfers and foreign exchange control under current laws and regulations and could be subject to additional restrictions under new laws and regulations that may come into effect in the future.

As of the date of this Annual Report, we have not made any dividends or distributions to our shareholders. Any determination to pay dividends will be at the discretion of our board of directors. Currently, we do not anticipate that we would distribute earnings even after we become profitable and generate cash flows from operations.

We are required to make certain filings with the SEC. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

BUSINESS

Overview

We are a mining exploration and evaluation company focused on critical metals and minerals and producing strategic products essential to (i) the production of magnets for consumer and national defense-related purposes and (ii) electrification and next generation technologies for Europe and its Western world partners. Our primary strategy is to acquire, explore and develop unique and permitted critical metals mining assets that we expect will benefit from robust regulatory tailwinds in both Europe and North America and long-term secular trends for next generation technology in environmental, commercial and government applications. Our main efforts are focused on the exploration and evaluation of the Tanbreez Projected located in Greenland as well as the Wolfsberg Project located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna. In addition, we hold a 20% interest in the Weinebene and Eastern Alps Lithium Projects (each as defined below), which was previously held by European Lithium immediately prior to the closing of the Business Combination, and a 92.5% interest in the Tanbreez Project in Southern Greenland. The Tanbreez Project in Greenland and the Wolfsberg Project in Austria are currently at the exploration and evaluation stage. Please see the sections entitled “-Description of the Wolfsberg Project”, “-The Weinebene and Eastern Alps Projects” and “Description of the Tanbreez Project” for additional information on the projects, respectively.

The Tanbreez Project, located in Southern Greenland, is a permitted, globally significant critical minerals asset positioned to unlock a sustainable, reliable and long-term rare earths supply for North America and Europe. Once operational, the Tanbreez Project is expected to supply REEs to customers in the western hemisphere to support the production of a wide range of next-generation commercial products, as well as demand from the defense industry. By centralizing the supply chain for critical metals, the Tanbreez Project is expected to provide secure, sustainable and reliable sources of critical metals, reducing the dependence of the western world partners on imports and bolstering their national security. As such, we expect this strategic rare earth asset to benefit from robust regulatory changes taking place in Europe and North America. Establishing a western focused supply chain for critical metals will be essential for everything from renewable energy to high-tech manufacturing to defense applications.

More specifically, the Tanbreez Rare Earth Project is one of the world’s largest hard rock rare earth elements (“REE”) deposits, located in southern Greenland near the town of Qaqortoq. The project is notable for its high concentration of HREEs, which are critical for high-tech applications, clean energy, and defence industries. Unlike other major REE deposits, Tanbreez contains very low levels of uranium and thorium, making it more environmentally and politically viable.

The Tanbreez Project is expected to possess greater than 27% HREE, which carry a much higher value than light rare earth elements. In an industry where competitors primarily target light rare earth elements, the Tanbreez Project is believed to be unique not only due to its significant size, but also because of its HREE asset mix.

The Wolfsberg Project is geographically located in a supportive region that we believe is the center of the growing European lithium battery and electric vehicle (“EV”) industry. The region boasts strong local infrastructure, located close to Graz and Klagenfurt airport, and is serviced by nearby railways and highways. Located nearby to the Wolfsberg Project are several planned giga factories that are to be built by battery suppliers and some of Europe’s leading automakers, seeking to satisfy the growing demand for lithium-ion batteries in the EV market. We believe the proximity of the Wolfsberg Project to potential resources, planned production operations, a strong local workforce and our potential customer base will allow us to deliver a valuable supply of lithium products, a key lithium-based compound in lithium-ion batteries, which is preferred by most EV manufacturers.

The Wolfsberg Project comprises 54 exploration licenses, which covers a total area of 1,133 hectares and are valid through December 31, 2029, and a mining license covering 20 mining areas occupying 86.7 hectares that are valid through December 31, 2027.

We are aiming to commence spodumene production at the Wolfsberg Project in 2028 or 2029, subject to funding, relevant approvals by the Austrian government and the recovery of commodity prices for lithium and lithium products.

Internal Controls and Procedures Related to Exploration and Mineral Resource Estimates

The Company maintains and is developing internal controls and procedures designed to ensure that exploration results, mineral resource estimates and related technical disclosures for its mineral properties, including the Tanbreez Rare Earth Project in Greenland and the Wolfsberg Project located in Carinthia, Austria, are prepared, reviewed and disclosed in accordance with Subpart 1300 of Regulation S-K and other applicable SEC requirements. These controls are intended to promote the accuracy, completeness and consistency of technical information disclosed to investors.

Management Oversight

Management of the Company is responsible for the oversight of exploration activities from technical disclosure related to its mineral properties, including the Tanbreez Project and the Wolfsberg Project. Management oversees the engagement of independent Qualified Persons (“QPs”), defines the scope of their work, and ensures that technical information included in SEC filings is reviewed and approved prior to disclosure. Management maintains ongoing communication with its QPs regarding exploration progress, data quality, estimation methodology, key assumptions and any changes in technical interpretations that may impact public disclosure.

Qualified Person Involvement

For the Company’s mining properties, the Company engages independent Qualified Persons, as defined in Subpart 1300 of Regulation S-K, to prepare or supervise the preparation of mineral resource estimates and to review the underlying technical data. The Company’s internal controls require that any disclosure of mineral resources, exploration results or other material technical information for the Tanbreez Project and the Wolfsberg Project be approved or adopted as their own by a Qualified Person who takes responsibility for that information. Technical disclosure included in SEC filings is based solely on information reviewed and approved by the applicable Qualified Person.

Data Collection and Quality Control

Exploration data used in mineral resource estimation for the Tanbreez Project and the Wolfsberg Project is generated through drilling, sampling, assaying and geological logging programs conducted using industry standard procedures. The Company applies quality assurance and quality control measures designed to identify potential errors or inconsistencies in sample collection, analytical results and data handling. These measures include the use of certified reference materials, blanks, duplicate samples and analyses performed by independent accredited laboratories. Historical exploration and assay datasets associated with the Tanbreez Project and Wolfsberg Project are constantly reviewed and validated to the extent necessary to support mineral resource estimation under Subpart 1300 of Regulation S-K.

Data Verification and Retention

The Company maintains controls over the storage, validation and retention of geological and analytical data for the Tanbreez Project and the Wolfsberg Project, including drill hole databases, assay certificates, geological models and supporting technical documentation. Independent Qualified Persons conduct data verification procedures as part of preparing or updating mineral resource estimates. Management is informed of any material limitations, assumptions or uncertainties identified during the verification process. The Company retains technical data in a manner intended to support future review, regulatory compliance and potential audits.

Review and Approval of Technical Disclosure

Prior to inclusion in SEC filings, technical information relating to exploration results, mineral resources or other material disclosures for the Tanbreez Project and the Wolfsberg Project is subject to internal review by management and external review by the applicable Qualified Person. The Company’s internal disclosure controls are designed to ensure that:

Consistency Across Public Communications

The Company is currently reviewing and updating its internal controls including procedures intended to promote consistency between technical information disclosed in SEC filings, press releases, investor presentations and other public communications relating to the Tanbreez Project and the Wolfsberg Project. These controls are intended to assist management to review material technical disclosures to confirm that mineral resource information is consistent with the applicable S-K 1300 technical report summary and complies with Subpart 1300 disclosure requirements. Additionally, the controls are intended so that any technical information that has not been reviewed or approved by a Qualified Person is not included in SEC filings.

Applicability to Other Properties

The internal controls and procedures described above are applied to all mineral properties that may become material to the Company, including any future exploration or development projects, and are designed to be scalable as the Company’s portfolio evolves.

Limitations

While the Company believes that its internal controls and procedures related to exploration and mineral resource estimation for the Tanbreez Project and the Wolfsberg Project are appropriate for its current stage of development, such controls are subject to evolution as exploration advances, additional properties are acquired or regulatory requirements change. The Company expects to update its internal controls and procedures as appropriate to reflect changes in its operations, technical practices or regulatory guidance.

Competition

We face intense competition in the mineral exploration and exploitation industry on an international, national and local level. We compete with other mining and exploration companies, many of which possess greater financial resources and technical facilities than we do, in connection with the exploration and mining of suitable properties and in connection with the engagement of qualified personnel. The lithium, REE and other critical minerals and metals exploration and mining industry is fragmented, and we are smaller participant in this sector relative to some of our competitors. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.

In addition, we also encounter competition for the hiring of key personnel whether as employees, consultants or other service providers. The mineral exploration and mining industry is currently facing a shortage of experienced mining professionals. Moreover, the demand for exploration equipment (including drilling rigs), technical consultants and assay labs is very high, and such personnel and services may not be available, or if they are, at costs that are greater than expected resulting in an increase in our costs. This competition affects us by increasing the time and cost to conduct exploration activities.

Seasonality and Business Cycles

Mining is a cyclical industry and commodity prices fluctuate according to global economic trends and conditions. At the present time, demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand of mined resources in various regions throughout the world are common.

Human Capital

Our key human capital management objectives are to attract, retain and develop the highest quality talent throughout our company. As of June 30, 2026, we had 5 full-time employees with a significant number of personnel engaged on a contractor basis. We believe we have good relations with our employees. None of our employees are represented by a labor union or are parties to a collective bargaining agreement.

Government Regulations

We are required to comply with numerous environmental laws, regulations and permits. We endeavor to conduct our mining operations in compliance with all applicable laws and regulations. However, because of extensive and comprehensive regulatory requirements, violations during mining operations occur from time to time in the industry. These requirements include, for example, various permits regulating road construction and drilling at the Wolfsberg Project.

In Greenland, we are required to comply with all regulations under the Greenlandic Mineral Resources Authority. Tanbreez was awarded an exploitation permit in 2020. The Greenlandic Mineral Resources Authority in accordance with the Greenlandic Mineral Activities Act and the Permit approves all applications or execution of provisions in agreements relating to mineral resources in the country.

Please read “—Description of the Tranbreez Project” and “Description of the Wolfsberg Project” for additional discussion about governmental regulations and permitting matters affecting our operations in Greenland and Austria.

Our exploration activities for the Wolfsberg Project are subject to extensive laws and regulations, which are overseen and enforced by multiple foreign, regional and local authorities. These applicable laws govern exploration, development, production, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species and other matters. Our mineral exploration activities are subject to applicable Austrian laws and regulations that seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted, and we cannot assure you such permits will be received. Environmental laws and regulations may also, among other things:

Compliance with environmental laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect on our capital expenditures, results of operations and/or competitive position. Violations and liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns and other liabilities. The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of operations and financial condition. Additionally, foreign and local legislative bodies and agencies frequently revise environmental laws and regulations, and any changes in these regulations, or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. As of the date of this Annual Report, other than with respect to the permitting activities of the Wolfsberg Project, we have not been required to spend material amounts on compliance regarding environmental regulations.

Permits

Prior to developing or mining any minerals that we discover, we will be required to obtain new governmental permits authorizing, among other things, any mining development activities and mining operating activities. Obtaining and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings and potentially costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, evaluation, development and/or operation of the Tanbreez Project and the Wolfsberg Project.

On December 2, 2024, the Wolfsberg Project received a decree from the Carinthian state government in Austria stating that an environmental impact assessment determination procedure at full industrial and procedural scale was not required, due to the advanced and final feasibility stage demonstrating small footprint and low environmental impact in accordance with local and international standards/regulations. However, in 2025, the decree was appealed by third parties not related to the project in the Austrian administrative court. The administrative court has delegated the decision back to the issuing authority at the state of Carinthia for reassessment. We have filed an appeal to this decision at the administrative court, and the matter is now assigned to the federal court and remains ongoing as of the date of this Annual Report.

Please also read “Risk Factors—Risks Related to Legal, Compliance and Regulations.”

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business or financial condition.

DESCRIPTION OF THE TANBREEZ PROJECT

Certain information that follows relating to the Tanbreez Project is derived from, and in some instances is an extract from, the Amended S-K 1300 Technical Report Summary dated and effective 13 April 2026 (the “Tanbreez Technical Report Summary”), prepared by Agricola Mining Consultants Pty Ltd and included as Exhibit 15.8 to this Report. Portions of the information that follows are based on assumptions, qualifications and procedures that are not fully described here, and reference is made to the full text of the Tanbreez Technical Report Summary. That report covers only the Tanbreez Project.

The Tanbreez Technical Report Summary is an amendment to the technical report summary dated 10 March 2025. The amendment is directed to data verification and the mineral resource estimate; the disclosures concerning property description, geology, infrastructure, environmental matters and permitting are unchanged in all material respects and are considered current as at the original effective date. The Tanbreez Technical Report Summary does not include a mineral reserve estimate and does not constitute an Initial Assessment, pre-feasibility study or feasibility study under Subpart 1300 of Regulation S-K.

History and Development of the Tanbreez Project

The discovery of uranium at the northern end of the Tanbreez Project intrusion in the 1950’s resulted in two groups intensely exploring from 1960 to 1980. In the north, outside the current license, the Danish government was exploring for uranium and a cryolite mining company in the south, was exploring the eudialyte. This spurred on much activity, hundreds of papers, books, comparison with the large eudialyte deposits on the Kola Peninsula at Lovozero and Khibina. After the Danish government decided against going nuclear and the cryolite company decided to halt its zirconium research the exploration faded away in the 1970s.

Exploration of the zirconium-rich kakortokites continued in 1985, when the Danish company A/S Carl Nielsen obtained an exclusive license to carry out exploration centered around the exposed kakortokites and the adjacent marginal pegmatite in the southern part of the complex. The thickest layer of red kakortokite, layer +16, was examined in two drill holes in 1986. During 1987, potentially economic eudialyte-rich parts of the marginal pegmatite, kakortokites and Naujaites within the concession area were mapped and sampled, and samples of the marginal pegmatite were metallurgically tested.

In 1987, the Canadian company Highwood Resources Ltd. was granted permission to explore areas be-ween the fjords Tunulliarfik and Kangerluarsuk and carried out bulk sampling and drilling to test the feasibility of exploitation of eudialyte-rich rocks. This company was joined by Platinova Resources Ltd. and Aber Resources Ltd. In 1988 this group and A/S Carl Nielsen formed a joint venture, combining their mineral licenses. The main target was the exposed kakortokites, minor targets were the marginal pegmatites in the southern part of the complex. The joint venture co-operation was continued in 1990 with extensive drilling programs and metallurgical testing of potential ores from the southern part of the complex. At the end of this activity the Canadian partners and the Danish participants went through a period of restructuring resulting in Highwood Resources taking over all interests in the prospect at the end of 1992.

In 1992 the Danish company Mineral Development International A/S (MDI) obtained the exclusive right to explore the sodalite-rich Naujaites in the northern part of the complex. The aim was to investigate the possibilities of using sodalite as raw material to produce synthetic zeolites.

Several research projects involving colleagues from other countries have been supported by various foundations. The Danish Natural Science Research Council supported a Canadian Danish project aiming at a comparison of the mineralogy of Mont Saint-Hilaire, Quebec, with the Narssârssuk mineral occurrence associated with the Igaliko Complex, South Greenland, and the Ilímaussaq complex. The Danish company First Development International A/S in 1993 supported a Danish-Russian project consisting of an examination of the drill cores from the 1977 drilling program kept at the Risø National Laboratory. The aim was to find some of the water-soluble minerals discovered in the Khibina and Lovozero complexes. The drill cores are rich in villiaumite, but holes in the samples indicate that other water-soluble minerals have been dissolved during and after drilling. Only one of the Kola minerals was discovered, natrophosphate.

In 1994-1997 INTAS (International Association for the Promotion of Co-operation with Scientists from the Independent States of the Former Soviet Union) supported a Danish-French Russian Spanish research co-operation with the purpose of promoting comparative studies of the mineralogy of agpaitic nepheline syenites in Ilímaussaq, the Khibina and Lovozero complexes of the Kola Peninsula, and the Tamazeght complex, Morocco. Field work was carried out in Ilímaussaq in 1994, in Khibina and Lovozero in 1997 and in Tamazeght in 1999.

The Danish Natural Science Research Council in 1997 supported an Austrian Danish research project with the purpose of studying pegmatites and hydrothermal veins and the relations to their country rocks in the Ilímaussaq complex and at the Narssârssuk mineral locality associated with the Igaliko Complex in South Greenland.

Overview

The Tanbreez Project is a rare earth element project in the Kujalleq region of southern Greenland, near the town of Qaqortoq. Mineralisation is hosted in kakortokite, a layered peralkaline igneous rock of the Ilímaussaq Alkaline Complex, in which eudialyte is the principal rare earth bearing mineral. The deposit is enriched in total rare earth oxides (“TREO”) together with zirconium, niobium, tantalum, hafnium and gallium. Heavy rare earth oxides comprise approximately 27% of TREO. Unlike rare earth deposits hosted in monazite or bastnäsite, eudialyte carries low uranium and thorium: drill core assays return uranium at background levels of 10 to 20 ppm and thorium not exceeding 100 ppm, and neither element concentrates during processing.

The exploitation licence includes the right to mine 0.5 million tonnes per year of run-of-mine material, which is the rate at which production is planned to commence while local workers are recruited and trained. Initially this is expected to employ approximately 80 personnel from Qaqortoq.

As of June 30, 2026, the carrying value of the Tanbreez Project is approximately US$304.1 million, which represents acquisition costs plus the capitalized cost of exploration and evaluation activities undertaken for the project since its inception. 

Tanbreez Project Geological Map and MRE Resource locations

Property description, location and mineral tenure

The Tanbreez tenure is Mineral Exploitation Licence MIN 2020-54, in southern Greenland, covering approximately 18 square kilometres. Qaqortoq, the regional capital, is 20 kilometres to the south. An existing hydro-electric power transmission line passes approximately two kilometres south of the licence, and the tenement has an ample supply of fresh water. The licence is registered in the name of Tanbreez Mining Greenland A/S.

Tanbreez has been granted an exploitation permit valid for a period of 30 years, which gives it the right to exploit the mineral resources within the licence area. The licence contains general requirements relating to transportation, security and closure plans, and to the provision of periodic updates to the Greenland government.

Royalties

Royalty rates under the Greenlandic regime are differentiated by mineral type. A licensee exploiting rare earth elements is required to pay a sales royalty of 5% of the value of the elements; on certain terms, corporate income tax and corporate dividend tax may be offset against sales royalties. A licensee exploiting minerals other than rare earth elements, uranium and gemstones pays a sales royalty of 2.5% of the value of the minerals, subject to equivalent offset arrangements.

Encumbrances

Qaqortukulooq (Hvalsey) contains 11 Norse and two Thule sites, including the best preserved Norse ruin in Greenland and the site of the last recorded mention of Europeans in Greenland in 1408. The Hvalsey church ruins are situated approximately 11 kilometres south of the proposed mine. The church and its surroundings are a designated world heritage site. The local community and the central government, in co-operation with Tanbreez Mining Greenland A/S, have established a buffer zone around the site. The buffer zone, as recommended and accepted by all parties, follows the top of the rugged range, with south-flowing creeks in the heritage and buffer zone and north-flowing creeks in the mining area. The two are separated by ranges reaching approximately 1,000 metres in height, which effectively isolate the UNESCO site from the mineral resource areas.

Accessibility, local resources and infrastructure

The current international airport is at Narsarsuaq, approximately 45 kilometres to the north, and an international airport north of Qaqortoq opened in 2026. Access is also available year-round by boat through the fjords, which offer protection from the weather: approximately 45 minutes from Qaqortoq, or approximately ten minutes from the new airport. Because of the warming effects of the Gulf Stream, the fjords in this part of Greenland do not usually freeze, which typically allows access by sea throughout the year.

Geological setting and mineralisation

The Tanbreez deposit is classified as a peralkaline igneous rare earth element–zirconium deposit hosted within the Ilímaussaq Alkaline Complex in South Greenland. The setting is a Mesoproterozoic continental rift-related intrusion of the Gardar Province, dated at approximately 1.16 billion years. The deposit is a highly fractionated tantalum–niobium–zirconium–rare earth element deposit in the southern part of the complex.

Kakortokite is the dominant host rock. It is a layered igneous rock of rhythmic feldspar-, arfvedsonite- and eudialyte-rich layers, and is composed principally of nepheline, alkali feldspar and arfvedsonite together with eudialyte. Lujavrite, a darker rare earth enriched nepheline syenite, is a secondary host. Eudialyte is the primary rare earth bearing mineral and the key carrier of both light and heavy rare earths, together with zirconium, niobium and tantalum. Heavy rare earths present include dysprosium, yttrium and terbium; light rare earths include neodymium, pra8-K/seodymium and lanthanum.

Within the kakortokite, the distribution of total rare earth oxides comprises approximately 28% heavy rare earth elements (including yttrium) and 72% light rare earth elements. Drill core assays confirm that uranium and thorium occur at background values, which is an advantage in processing.

Exploration and drilling

The initial mineral resource estimation was completed in 2016. That work was commissioned by Rimbal Pty Ltd, a private Australian company, and was not required to be publicly released.

Key stages of exploration and drilling on the project are as follows:

Three high-grade zones have been identified within the project area:

For further information regarding exploration and drilling, see Section 7 of the Tanbreez Technical Report Summary.

Data verification

The qualified person performed data verification procedures considered appropriate for the purpose of supporting the mineral resource estimate. Those procedures included review and validation of selected drill hole collar locations, downhole surveys and geological logs; cross-checking of assay results against original laboratory certificates on a sample basis; evaluation of assay laboratory performance through review of internal laboratory quality assurance and quality control reports and comparison of umpire laboratory results; and comparison of resource tonnage and grade at multiple cut-off grades against the historical estimate. The qualified person considers the data used to prepare the mineral resource estimate to be accurate and representative, and to have been generated in accordance with industry accepted standards and procedures. See Section 9 of the Tanbreez Technical Report Summary.

Mineral processing and metallurgical testing

The valuable oxides are contained within the eudialyte component of the kakortokite. Eudialyte can be separated from the arfvedsonite and feldspar components by crushing and milling followed by high-intensity magnetic separation. The conceptual processing flowsheet comprises crushing, grinding, magnetic separation and hydrometallurgical treatment. The Company continues to evaluate options for arfvedsonite and feldspar.. See Section 10 of the Tanbreez Technical Report Summary.

Mineral Resource Estimate

The Tanbreez Technical Report Summary was prepared in accordance with Item 1300 of Regulation S-K as promulgated by the SEC.

A “mineral resource” is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralisation, taking into account relevant factors such as cut-off grade, likely mining dimensions, location and continuity, that with assumed and justifiable technical and economic conditions is likely in whole or in part to become economically extractable. It is not merely an inventory of all mineralisation drilled or sampled.

The mineral resources reported below are not mineral reserves and do not have demonstrated economic viability. The reported inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorised as mineral reserves. There is no certainty that all or any part of the mineral resource will be converted into mineral reserves.

The Tanbreez mineralization is a highly fractionated Zr-Nb-Ta- REE, including HREE, deposit in the southern part of the Ilimaussaq intrusive complex in South Greenland. The Ilimaussaq intrusion is possibly the most differentiated deposit known globally to date, covering a potential area of 18 square kilometers and of significant depth of approximately 350 meters, that covers a portion of the Tanbreez tenement.

Summary of Key Assumptions

The following table summarises certain assumptions used by the qualified person in preparing the Tanbreez Technical Report Summary, as discussed in more detail in Section 11 of that report.

Commodity Pricing

The TREO basket price used in the resource estimation is US$11 to US$14 per kilogram, derived from individual rare earth oxide prices. The individual prices used to derive the basket price are set out below.

Prices are provided for the purpose of assessing reasonable prospects for eventual economic extraction only, and do not constitute an economic analysis.

Individual Rare Earth Oxide Prices and Metal Splits

Additional Oxide Prices and Contributions

Note: Prices are indicative market prices as at the effective date of the Technical Report Summary (April 2026). Proportions are based on average grades from 2024-2025 drilling results. Recovery factors are based on metallurgical test work to date and represent expected ranges for the conceptual processing scenario. Payability factors represent typical terms for rare earth concentrates in current market conditions, with the range reflecting variability in contract terms, product specifications, and market conditions. Contribution to basket price is calculated as: Price × Proportion × Recovery Factor × Payability Factor. For additional oxides, contribution is expressed per kg TREO based on the ratio of oxide grade to TREO grade in the resource.

Cut-off Grade

The cut-off grade for reporting the mineral resources below is 0.30% TREO. The cut-off grade represents the minimum grade required for material to have reasonable prospects for economic extraction under the assumed technical and economic parameters. As discussed in the Tanbreez Technical Report Summary, the qualified person considers the selected cut-off grade to be appropriate for a deposit of this type and scale. The assumptions underlying the cut-off grade are:

Point of Reference

Mineral resources are reported on an in-situ basis prior to any mining dilution or recovery losses. The point of reference is the mineralised material in its original geological position, representing the tonnes and grade of the deposit before extraction.

Summary of Mineral Resource Estimate

The following table contains a summary of our mineral resource estimate (as of June 30, 2026), which contains no changes from our mineral resource estimates disclosed as of June 30, 2025. This information is based on our Technical Report Summary, which is included as Exhibit 15.8 to this Annual Report. No mineral reserves were estimated for the Tanbreez Project.

Tanbreez Project Mineral Resource Statement