Dossier

Critical Metals Corp (CRML) / GEM Global Yield LLC SCS

Silicon Valley Defense Complex
6 findings 0 connections 0 entities

All Findings

6 total

financial (6)

financial confirmed 2023-07-04

GEM SPA draw-down mechanics (Article VI Section 6.01): Price = 90% of average Daily Closing Price over 30-trading-day period. Volume cap = 400% of 30-day average daily volume per draw-down. Company sets Threshold Price; days where price×90% < threshold are excluded. One draw-down per period. Company must deliver shares to GEM BEFORE the pricing period begins. Registration Statement must be effective for GEM to be obligated to accept. Litigation clause (§5.03(f)): no action before any arbitrator seeking to restrain transactions is a condition precedent — the March 2025 GEM arbitration would have blocked further draw-downs.

[ref] SEC 0001213900-23-098983
financial confirmed 2023-07-04

GEM SPA Section 4.08(a): CRML was contractually prohibited from entering any other equity line agreement during the Investment Period. This means the March 5 2026 'GEM Agreement' replacement could not be executed until the July 2023 SPA was simultaneously terminated. The same-day termination-and-replacement structure on March 5 was legally required by this exclusivity clause.

[ref] SEC 0001213900-23-098983
financial confirmed 2023-07-04

GEM SPA Commitment Fee: 1.5% of $125M Aggregate Limit = $1.875M payable to GEM Yield Bahamas Ltd (GYBL). On Public Listing Date (Feb 27 2024), CRML issued 122,549 Commitment Fee Shares to GYBL at Daily Closing Price. Adjustment mechanism: if value falls below unpaid fee on days 90/180/270 post-listing, CRML must issue additional shares (anti-dilution shortfall top-up). Fee is owed regardless of whether CRML ever issues a Draw Down Notice.

[ref] SEC 0001213900-23-098983
financial confirmed 2023-07-04

GEM SPA Warrant (Section 4.12(b)): On Public Listing Date, CRML issued Warrant to GYBL for 2.0% of total fully-diluted equity, at exercise price = lesser of (a) closing bid price on Public Listing Date or (b) $972M / total equity interests. Warrant term: 36 months from Public Listing Date (expires Feb 27, 2027). Adjustment clause: on 1-year anniversary (Feb 27, 2025), if average 10-day price < 90% of exercise price, new exercise price = 105% of current trading price. By Oct 2025 20-F, exercise price was adjusted down to $7.00/share from original ~$10.71.

[ref] SEC 0001213900-23-098983
financial confirmed

GEM SPA Section 7.01: Agreement terminates on earliest of (1) 36 months from Public Listing Date [Investment Period = Feb 27, 2027], (2) 36 months from Effective Date [July 4, 2026, extended to match Investment Period], (3) Purchaser purchases full $125M Aggregate Limit, or (4) Company's SOLE DISCRETION at any time — so long as Warrant is issued and Commitment Fee is paid. March 5 2026 termination was a unilateral discretionary act under clause (4), 12 months before natural Feb 2027 expiry.

[ref] SEC 0001213900-23-098983
financial confirmed

GEM SPA Section 7.02: Upon termination, the Warrant and Registration Rights Agreement expressly survive and 'shall not terminate' — they continue 'in accordance with their respective terms.' This explains why GEM retained full warrant exercise rights after the March 5 2026 SPA termination, enabling the 1,409,624-share cashless exercise.

[ref] SEC 0001213900-23-098983

Full Timeline

4 events
GEM SPA draw-down mechanics (Article VI Section 6.01): Price = 90% of average Daily Closing Price over 30-trading-day period. Volume cap = 400% of 30-day average daily volume per draw-down. Company sets Threshold Price; days where price×90% < threshold are excluded. One draw-down per period. Company must deliver shares to GEM BEFORE the pricing period begins. Registration Statement must be effective for GEM to be obligated to accept. Litigation clause (§5.03(f)): no action before any arbitrator seeking to restrain transactions is a condition precedent — the March 2025 GEM arbitration would have blocked further draw-downs.
2023-07-04
GEM SPA Section 4.08(a): CRML was contractually prohibited from entering any other equity line agreement during the Investment Period. This means the March 5 2026 'GEM Agreement' replacement could not be executed until the July 2023 SPA was simultaneously terminated. The same-day termination-and-replacement structure on March 5 was legally required by this exclusivity clause.
2023-07-04
GEM SPA Commitment Fee: 1.5% of $125M Aggregate Limit = $1.875M payable to GEM Yield Bahamas Ltd (GYBL). On Public Listing Date (Feb 27 2024), CRML issued 122,549 Commitment Fee Shares to GYBL at Daily Closing Price. Adjustment mechanism: if value falls below unpaid fee on days 90/180/270 post-listing, CRML must issue additional shares (anti-dilution shortfall top-up). Fee is owed regardless of whether CRML ever issues a Draw Down Notice.
2023-07-04
GEM SPA Warrant (Section 4.12(b)): On Public Listing Date, CRML issued Warrant to GYBL for 2.0% of total fully-diluted equity, at exercise price = lesser of (a) closing bid price on Public Listing Date or (b) $972M / total equity interests. Warrant term: 36 months from Public Listing Date (expires Feb 27, 2027). Adjustment clause: on 1-year anniversary (Feb 27, 2025), if average 10-day price < 90% of exercise price, new exercise price = 105% of current trading price. By Oct 2025 20-F, exercise price was adjusted down to $7.00/share from original ~$10.71.
2023-07-04