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Critical Metals Corp. (Nasdaq: CRML) ("Critical Metals Corp." or the "Company"), a leading critical minerals mining company, today announced that it has executed a non-binding term sheet for the formation of a 50% 50% joint venture (the "JV") between CRML and Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company. ("TQB"), a 75-year-old globally diversified industrial conglomerate group based in Saudi Arabia.
The term sheet outlines the framework for the development, financing, construction, and operation of a state-of-the-art rare earth processing facility in the Kingdom of Saudi Arabia, creating a fully integrated mine-to-processing supply chain. The transaction includes long-term offtake rights for 25% of the Tanbreez Project's rare earth concentrate production to Saudi Arabia, supporting secure supply for advanced manufacturing, energy transition, and defense-related industries across allied markets.
TRANSACTION HIGHLIGHTS
- Integrated Supply & Processing Partnership: Execution of a term sheet covering offtake, project financing, development, and the formation of a 50/50 joint venture to construct and operate a rare earth processing facility in Saudi Arabia, directly expanding non-Chinese global processing capacity.
- United States & Kingdom of Saudi Arabia Vision 2030 and Strategic Defense Supply Chain: The partnership will send all finished materials to the United States of America for use in the defense industrial complex of the USA.
- Capital-Efficient Structure: CRML will not issue equity or incur debt in connection with the JV and will retain its 50% ownership interest on a carried-interest basis, with no capital expenditure obligations related to construction of the processing facility.
- Strategic Offtake: The JV framework provides for 25% of the Tanbreez Project's rare earth concentrate production to be supplied to Saudi Arabia for the life of mine, under long-term, market-based commercial terms.
- Advanced Products: The processing facility is expected to produce separated rare earth oxides, metals, and downstream products, including magnet-grade materials suitable for aerospace, defense, and high-performance industrial applications.
- Supply Chain Security: The partnership establishes a resilient and long-term partnership, geopolitically diversified supply chain linking Western-aligned upstream resources with Middle Eastern downstream processing capacity.
- Fully Contracted Offtake Profile: With the addition of this 25% long-term offtake commitment to Saudi Arabia, and together with previously announced agreements, 100% of the Tanbreez Project's rare earth concentrate production is now allocated under long-term offtake arrangements, providing full revenue visibility and securing supply to strategic, allied markets for the life of mine.
Under the terms of the agreement, CRML and TQB will work collaboratively over the coming months to finalize the technical, commercial, and regulatory foundations of the JV, including plant design, development timelines, product specifications, and commercialization strategy.
Upon commencement of mining operations at the Tanbreez Project, CRML expects to supply 25% of produced rare earth concentrates to the Saudi-based JV for the full life of mine. A jointly governed development committee will oversee engineering, construction, commissioning, and market entry for processed rare earth products.
This partnership represents a significant step in diversifying global rare earth processing capacity, reducing reliance on China-dominated supply chains, and positioning CRML as a cornerstone supplier to allied industrial, energy transition, and national security markets.
STATEMENTS
Abdulmalik Tariq Al-Qahtani, CEO of Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company., commented:
"Following the successful official visit of His Royal Highness Prince Mohammed bin Salman bin Abdulaziz Al Saud, Crown Prince and Prime Minister of the Kingdom of Saudi Arabia, to the United States, we are pleased to announce the signing of a Memorandum of Understanding focused on cooperation in the development of critical materials.
This Memorandum of Understanding reflects the strength of the strategic partnership between the Kingdom of Saudi Arabia and the United States, and the shared commitment of both nations to advancing global economic growth, innovation, and technological leadership.
Critical materials—sourced from strategically important regions including Greenland and other resource-rich jurisdictions—form the foundation of modern technologies across energy, advanced manufacturing, artificial intelligence, defense, and data infrastructure. Securing diversified and resilient supply chains for these materials is essential to long-term technological progress.
We see a strong opportunity to work closely with partners in the United States to responsibly develop and deploy these materials in support of next-generation technologies that strengthen supply chains, support innovation, and improve quality of life globally.
This agreement represents a meaningful step in deepening Saudi-U.S. industrial cooperation and aligns with the Kingdom's economic transformation objectives and its commitment to building globally competitive value chains with trusted international partners."
Tony Sage, Chairman of Critical Metals Corp., commented:
"This agreement represents a transformational milestone for Critical Metals Corp. By partnering with a leading Saudi Arabian industrial group and securing long-term offtake that brings Tanbreez to 100% committed production, we have effectively de-risked the project's commercial pathway from mine to market. The establishment of an integrated processing platform in Saudi Arabia not only diversifies global rare earth processing capacity beyond China but also strengthens supply chain security for allied nations across Europe, the Middle East, and beyond. This transaction positions CRML as a cornerstone supplier of critical minerals essential to advanced manufacturing, energy transition technologies, and national security applications for decades to come."
ABOUT TARIQ ABDEL HADI ABDULLAH AL-QAHTANI & BROTHERS COMPANY.
Tariq Abdel Hadi Abdullah Al-Qahtani & Brothers Company. ("TQB") is a leading Saudi Arabian industrial and investment group with decades of experience across advanced manufacturing, energy, infrastructure, and strategic materials. With a strong track record in developing, financing, and operating large-scale industrial assets, TQB brings deep technical, operational, and commercial capabilities to complex value-added processing platforms. As global demand for critical and rare earth materials accelerates, TQB is uniquely positioned to anchor secure, high-value processing and supply chains in the Middle East, supporting allied industrial, energy transition, and national security markets.
ABOUT Critical Metals CORP.
Critical Metals Corp. (NASDAQ: CRML) is a leading mining development company focused on Critical Metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world's largest, rare-earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.
Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic Critical Metals portfolio. With this strategic asset portfolio, Critical Metals Corp. is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.
For more information, please visit https://www.criticalmetalscorp.com/.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "designed to" or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the "Risk Factors" section in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Critical Metals Corp.
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/407381ed-f155-455d-8d9f-a0e0d9a1dc51
