Warrants

Critical Metals Corp. Warrant-Redemption FAQs

Critical Metals Corp. (“Critical Metals” or the “Company”) issued the following warrants in connection with its business combination:

Public Warrants: 7,750,000 warrants assumed from Sizzle Acquisition Corp., each exercisable for one Ordinary Share at an exercise price of $11.50 per share

When can I exercise my warrants?

Public Warrants became exercisable 30 days after the completion of the Business Combination (March 28, 2024) and will expire five years after completion (February 27, 2029)

How do I exercise my warrants?

Most warrant holders hold their warrants in “street name” (that is, through a broker). If you hold warrants through a broker and want information on how to exercise, you should contact your broker for instructions on timing and procedure for exercising your warrants.
For information, you may also contact:
- Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, Telephone Number: (212) 509-4000

What is the exercise price for my warrants?

Public Warrants: $11.50 per share

Can the Company redeem my warrants?

Public Warrants: Yes, the Company may redeem the Public Warrants:
- In whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption. If, and only if, the last reported sale price of the Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption

What happens during a warrant redemption?

If the Company elects to redeem the Public Warrants, warrant holders will have the ability to exercise their warrants prior to redemption for a number of Ordinary Shares determined based on the redemption date and the “fair market value” of the Ordinary Shares.
The “fair market value” is the average last reported sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent.
Any warrants that remain unexercised at 5:00 p.m. New York City time on the redemption date will be redeemed at $0.01 per warrant.

Are there any restrictions on exercising my warrants?

Warrant holders may only exercise warrants if a registration statement covering the Ordinary Shares issuable upon exercise is effective under the Securities Act, or an exemption from registration is available.
Warrants may not be exercised if the holder would beneficially own more than 9.99% of the outstanding Ordinary Shares after such exercise (waivable with 61 days’ notice).

Where can I find my warrant agreement?

The Warrant Agreement was filed as Exhibit 2.1 to the Company’s Annual Report on Form 20-F.
Copies are available on the SEC’s website at www.sec.gov or on the Company’s website under “Investors – SEC Filings.”

What do I have to do to exercise my Warrants?

Most warrant holders hold their Warrants in “street name” (that is, through a broker), andif you hold Warrants through a broker and want information on how to exercise, you should contact your broker to exercise your Warrants and for instructions on timing and procedure for exercising your warrants.

What is the deadline for exercising the Public Warrants?

The expiration date for Critical Metals Corp. (CRML) public warrants (ticker: CRMLW) is February 27, 2029, unless redeemed earlier by the company under the terms of the warrant agreement (e.g., if the common stock price meets certain thresholds).
This date is five years from the closing of the business combination on February 27, 2024, as specified in the warrant agreement.

No Offer or Solicitation

Nothing in this FAQ shall constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Further Information

This FAQ does not constitute a Notice of Redemption or Exchange. For additional information, please refer to the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available for viewing on the Company’s website and on the SEC’s website at www.sec.gov