Critical Metals And Romania's State Partner Form 50-50 Joint Venture To Build Rare Earth Processing Plant

Critical Metals Corp. (NASDAQ:CRML) ("Critical Metals Corp." or the "Company"), a leading critical minerals mining company, today announced that it has executed the Term-Sheet for creating a 50%-50% joint venture (JV) between CRML and Fabrica de Prelucrare a Concentratelor de Uraniu S.R.L. (FPCU) of Romania, a state-owned entity and a strategic partner from a European Union and NATO member country.

The term sheet provides CRML with long-term offtake rights for 50% of the entire Tanbreez concentrate production and outlines the development, financing, and commissioning of a state-of-the-art European rare earth processing facility in Romania — creating the first fully integrated mine-to-processing supply chain in the Western world dedicated to stabilizing critical mineral access for European industries and defense sectors.

TRANSACTION HIGHLIGHTS

• Supply & Processing Partnership: CRML has executed a term sheet covering offtake, financing, development, and the creation of a 50/50 JV to build and operate a rare earth processing plant inside the European Union, directly challenging China's long-standing dominance in global rare earth processing.
• Financing: CRML will not be issuing either debt nor equity for this Joint Venture and will retain a 50% interest in the joint company on a carried interest basis and will have no capital requirements relating to capital expenditures to build the facility.
• Magnets: The facility's final product line will include aerospace and military-grade magnets.
• Strategic Financing & Offtake: CRML will supply 50% of the Tanbreez Project's premium rare earth concentrates ("REECs") to the Romanian JV for the full life of mine, ensuring a secure, NATO-aligned feedstock for high-value downstream European industries.
• Joint Venture Powerhouse: The new 50/50 partnership between CRML and state-owned FPCU unlocks a unique pathway for developing a fully independent, secure, and Western-aligned supply chain for critical minerals.
• Offtake Leadership: Following the recent UCORE and ReAlloys agreements (10% and 15% respectively), this 50% allocation brings CRML to a total of 75% of Tanbreez rare earth concentrate committed under long-term offtake agreements with allied nations.

In a bold move to reshape the global rare earth landscape, CRML and FPCU will, in the coming months, collaborate intensively — as outlined in this Term Sheet — to finalize the technical and commercial basis for establishing the JV, the vehicle intended to develop and potentially construct a cutting-edge rare earth processing plant in Romania. This facility will transform high-grade Tanbreez concentrate into rare earth metals and advanced materials for direct use within the European Union — strategically strengthening national security, advanced manufacturing, electrification, and defense technologies.

By securing exclusive rights to 50% of Tanbreez's current resource, the envisaged JV will establish a highly resilient Europe-centric supply chain, reducing reliance on China — which currently controls more than 80% of global rare earth processing — and protecting the EU against geopolitical vulnerabilities.

Upon the commissioning of mining operations at Tanbreez, CRML will supply half of the concentrate to the Romanian JV for the full resource lifespan, at mutually agreed competitive market terms. A dedicated Development Committee will jointly guide plant design, development strategy, and commercialization of the processed products.