SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Zhernov Mykhailo (Last) (First) (Middle) 251 LITTLE FALLS DRIVE (Street) WILMINGTON DELAWARE 19808 (City) (State) (Zip) UNITED STATES (Country)	2. Issuer Name and Ticker or Trading Symbol Critical Metals Corp. [ CRML ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	2a. Foreign Trading Symbol
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2026	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	11/05/2026		J		935,024(1)	A	(2)	1,394,203	D
Ordinary Shares	11/05/2026		J		2,053,392	A	(2)	2,053,392	I	Millstone and Company Global DWE-LLC
Ordinary Shares	11/01/2026		J		150,000	A	(3)	150,000(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Replacement Performance Warrant (EUR Class 3)	$0.00(5)	11/05/2026		J		1		(6)	12/31/2027	Ordinary Shares	225,000	(7)	1	D
Replacement Performance Warrant (EUR Class 4)	$0.00(5)	11/05/2026		J		1		(6)	12/31/2028	Ordinary Shares	225,000	(7)	1	D
Replacement Performance Warrant (EUR Class 5)	$0.00(5)	11/05/2026		J		1		(6)	12/31/2028	Ordinary Shares	225,000	(7)	1	D
Replacement Performance Warrant (EUR Class 6)	$0.00(5)	11/05/2026		J		1		(6)	12/31/2029	Ordinary Shares	225,000	(7)	1	D

Explanation of Responses:

1. On November 5, 2026, the Reporting Person acquired 2,988,416 Ordinary Shares of Critical Metals Corp. (the "Issuer") in exchange for ordinary shares of European Lithium Limited in connection with implementation of a scheme of arrangement. The exchange ratio was 0.045 Ordinary Shares of Critical Metals Corp. for each ordinary share of European Lithium Limited.

2. The Ordinary Shares were acquired solely in exchange for ordinary shares of European Lithium Limited at the exchange ratio described in footnote (1). No cash consideration was paid by the Reporting Person.

3. The restricted stock units were granted to the Reporting Person as compensation for services to the Issuer. No monetary consideration was paid for the award.

4. Represents ordinary shares of the Issuer, par value $0.001 per shares ("Ordinary Shares" underlying restricted stock units ("RSU's") granted on November 1, 2026 that will vest on November 1, 2027 subject to the reporting person's continued service through such date. Each RSU represents a continent right to receive one Ordinary Share.

5. Each reported warrant entitles the Reporting Person to receive 225,000 Ordinary Shares, subject to adjustment and satisfaction of the applicable vesting condition, without payment of any further cash exercise price. The quantities in columns 5 and 9 are expressed as the number of warrants; the underlying Ordinary Shares are reported in column 7.

6. Each warrant vests automatically when the volume-weighted average price of the Ordinary Shares of the Issuer on Nasdaq over 20 consecutive Nasdaq trading days equals or exceeds the applicable threshold, subject to adjustment under the warrant. The thresholds for the warrants replacing the EUR Class 3, Class 4, Class 5 and Class 6 Performance Rights are $10.92, $12.48, $14.04 and $15.60, respectively. The applicable condition must be satisfied on or before December 31, 2027, December 31, 2028, December 31, 2028 and December 31, 2029, respectively, or the relevant warrant automatically lapses. Upon vesting, no exercise notice or other action by the Reporting Person is required, and the underlying Ordinary Shares are to be issued as soon as reasonably practicable and in any event within five business days after satisfaction of the condition.

7. On November 5, 2026, the Issuer issued the replacement warrants in connection with implementation of the scheme of arrangement between Critical Metals Corp. and European Lithium Limited. Each warrant was issued in replacement of 5,000,000 European Lithium Limited performance rights of the corresponding class held by the Reporting Person, which were cancelled in connection with the transaction. The share scheme transaction ratio was 0.045, resulting in an entitlement to 225,000 Ordinary Shares under each warrant. The consideration comprised cancellation of those performance rights and the other consideration provided under or in connection with those deeds.

	/s/ John Thomas, Attorney-in-Fact	11/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)