|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Critical Metals Corp. (Name of Issuer) |
Ordinary Shares, $0.001 par value per share (Title of Class of Securities) |
G2662B103 (CUSIP Number) |
Michael Meyer
Gorrissen Federspiel, Prismet, Silkeborgvej 2
8000 Aarhus C, G7, 8000
45 86 20 75 00
Gorrissen Federspiel, Prismet, Silkeborgvej 2
8000 Aarhus C, G7, 8000
45 86 20 75 00
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/29/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): | G2662B103 |
| 1 |
Name of reporting person
Gregory Bennett Barnes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,509,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 14,509,449 Ordinary Shares (as defined below) beneficially owned by Gregory Bennett Barnes, as the sole owner of Rimbal Pty Ltd., a corporation incorporated under the laws of Australia ("Rimbal" and, together with Gregory Bennett Barnes, each a "Reporting Person" and, collectively, the "Reporting Persons"), including 14,500,000 Ordinary Shares acquired from the Issuer on April 29, 2026, in connection with the transactions contemplated by that certain Amended and Restated Heads of Agreement, dated as of July 19, 2024, between Rimbal and the Issuer, as amended by Amendment No. 1 to Amended and Restated Heads of Agreement, dated as of September 29, 2025 (the "Heads of Agreement").
(2) Percent of class calculated based on an aggregate of 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in the Issuer's Registration Statement on Form F-3, filed March 18, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | G2662B103 |
| 1 |
Name of reporting person
Rimbal Pty Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,509,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(3) Represents 14,509,449 Ordinary Shares beneficially owned by Rimbal Pty Ltd, including 14,500,000 Ordinary Shares acquired from the Issuer on April 29, 2026, in connection with the transactions contemplated by the Heads of Agreement.
(4) Percent of class calculated based on an aggregate of 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in the Issuer's Registration Statement on Form F-3, filed March 18, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.001 par value per share | |
| (b) | Name of Issuer:
Critical Metals Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
Maples Corporate Services (BVI) Limited, Kingston Chambers, Road Town, Tortola,
VIRGIN ISLANDS, BRITISH
, VG1110. | |
Item 1 Comment:
The securities to which this Schedule 13D relates are the ordinary shares, $0.001 par value per share ("Ordinary Shares"), of Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the "Issuer"). The principal executive offices of the Issuer are located at Maples Corporate Services (BVI) Limited, Kingston Chambers, Road Town, Tortola, British Virgin Islands. | ||
| Item 2. | Identity and Background | |
| (a) | Gregory Bennett Barnes
Rimbal Pty Ltd. | |
| (b) | Mr. Barnes mailing address is 10 Kilrush Place, Waterford WA 6152.
Rimbal Pty Ltd.'s mailing address for its principal executive office is located at 47 Labouchere Road South Perth 6151, Australia | |
| (c) | The principal business of Rimbal Pty Ltd. is mining exploration and evaluation.
Gregory Bennett Barnes is the sole owner, officer, and director of Rimbal Pty Ltd. | |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Barnes is a citizen of Australia.
Rimbal Pty Ltd. is a corporation incorporated under the laws of Australia. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On April 29, 2026, the Issuer and Rimbal completed closing procedures contained within the Heads of Agreement, including, among other things, the issuance of 14,500,000 Ordinary Shares to Rimbal in exchange for the Issuer receiving an additional 50.5% ownership interest in Tanbreez Mining Greenland A/S. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in or incorporated by reference in item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
Other than as described above, Rimbal was granted the right to appoint a nominee director to the Issuer's board of directors pursuant to the Heads of Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate amount of Ordinary Shares beneficially owned by the Reporting Person is comprised of 14,509,449 Ordinary Shares, including 14,500,000 Ordinary Shares acquired from the Issuer on April 29, 2026 in connection with the transactions contemplated by the Heads of Agreement, which equates to 11.5% of the outstanding Ordinary Shares based on an aggregate of 126,228,493 Ordinary Shares issued and outstanding as of March 9, 2026, as disclosed in the Issuer's Registration Statement on Form F-3, filed March 18, 2026. | |
| (b) | Gregory Bennett Barnes
(a) Sole Voting Power: 0
(b) Shared Voting Power: 14,509,449
(c) Sole Dispositive Power: 0
(d) Shared Dispositive Power: 14,509,449
Rimbal Pty Ltd.
(e) Sole Voting Power: 0
(f) Shared Voting Power: 14,509,449
(g) Sole Dispositive Power: 0
(h) Shared Dispositive Power: 14,509,449 | |
| (c) | The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. | |
| (d) | Certain affiliates of the Reporting Persons have the right to receive the proceeds from the sale of Ordinary Shares to which this Schedule 13D relates. The interests of these individuals do not relate to more than five percent of the Ordinary Share class (neither separately nor in aggregate). | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Amended and Restated Heads of Agreement. dated as of July 19, 2024, between Critical Metals Corp and Rimbal Pty Ltd. (incorporated by reference to Exhibit 1.1 to Critical Metals Corp.'s Form 6-K filed with the Securities and Exchange Commission on July 25, 2024).
Amendment No. 1 to Amended and Restated Heads of Agreement, dated as of September 29, 2025 (incorporated by reference to Exhibit 4.27 to Critical Metals Corp.'s Form 20-F filed with the Securities and Exchange Commission on October 6, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|