Exhibit 5.1
Our ref: RZB/812949-000020/42790129v3
|
Critical Metals Corp. Kingston Chambers PO Box 173 Road Town, Tortola British Virgin Islands |
18 March 2026
Dear Sirs
Critical Metals Corp. (the “Company”)
We have acted as counsel as to British Virgin Islands law to the Company in respect of the proposed resale of up to 2,744,062 ordinary shares in the Company with a par value of US$0.001 each (each an “Ordinary Share”) by the Selling Securityholder (as defined in the Registration Statement (as defined below)) issued pursuant to a settlement agreement dated 5 March 2026 between GEM Global Yield LLC SCS, GEM Yield Bahamas Limited and the Company (the “Agreement”).
We have been asked to provide this legal opinion in connection with the Company’s registration statement on Form F-3 dated 18 March 2026, including all amendments or supplements thereto filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “SEC Act”) (the “Registration Statement”).
| 1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 17 March 2026, including the Company’s Certificate of Incorporation and its Memorandum and Articles of Association (the “Memorandum and Articles”). |
| 1.2 | A list of the Company’s directors provided by the Registry of Corporate Affairs dated 26 February 2026 (the “Registry List of Directors”). |
| 1.3 | The records of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System and the E-Litigation Portal from 1 January 2000 and available for inspection on 17 March 2026 at the British Virgin Islands High Court Registry (the “High Court Registry”). |
| 1.4 | The unanimous written resolutions of the board of directors of the Company passed on 25 February and 5 March 2026 (the “Resolutions”). |
| 1.5 | A Certificate of Incumbency dated 23 February 2026, issued by Maples Corporate Services (BVI) Limited, the Company’s registered agent (the “Registered Agent’s Certificate”). |
| 1.6 | A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 26 February 2026 (the “Certificate of Good Standing”). |
| 1.7 | A certificate from a director of the Company (the “Director’s Certificate”), a copy of which is appended to this opinion in the Appendix. |
| 1.8 | The Registration Statement. |
| 1.9 | The Agreement. |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Registry List of Directors, the Registered Agent’s Certificate, the Certificate of Good Standing and the Director’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Agreement has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands). |
| 2.2 | The Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with its terms under the laws of the State of New York (such laws, as applicable, the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands). |
| 2.3 | The proper governing law of the Agreement is the law of a jurisdiction other than the British Virgin Islands and, with respect to that document, references to the Relevant Law shall be construed as a reference to the law of that jurisdiction. |
| 2.4 | The choice of the Relevant Law as the governing law of the Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the British Virgin Islands). |
| 2.5 | Where the Agreement has been provided to us in draft or undated form, it will be duly executed, dated (where required to be dated) and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of the Agreement marked to show changes to a previous draft, all such changes have been accurately marked. |
2
| 2.6 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.7 | All signatures, initials and seals are genuine. |
| 2.8 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreement. |
| 2.9 | That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches. |
| 2.10 | The Memorandum and Articles remain in full force and effect and are unamended and that the Company had or will have sufficient authorised and unissued shares under the Memorandum and Articles at the time any of the Ordinary Shares were or are issued. |
| 2.11 | The Resolutions were each signed by all the directors in the manner prescribed in the Memorandum and Articles, including as to the disclosure of any director’s interests, and have not been amended, varied or revoked in any respect. |
| 2.12 | The members of the Company (the “Members”) have not restricted or limited the powers of the directors of the Company in any way. |
| 2.13 | No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Ordinary Shares. |
| 2.14 | The Ordinary Shares issued or to be issued pursuant to the Agreement have been, or will be, duly registered, and will continue to be registered, in the Company’s register of members. |
| 2.15 | The Company has received, or will receive, cash consideration or non-cash consideration in consideration for the issue of the Ordinary Shares pursuant to the Agreement, and that: |
| (a) | none of the Ordinary Shares have been, or will be, issued for less than their par value; and |
| (b) | to the extent that any Ordinary Shares have been, or will be, issued, in whole or in part, for non-cash consideration, the value of the non-cash consideration and cash consideration, if any, is not less than the amount credited or to be credited for such Ordinary Shares. |
| 2.16 | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. |
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
3
| 3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (As Revised) (the “Act”), is in good standing at the Registry of Corporate Affairs and is validly existing under the laws of the British Virgin Islands. |
| 3.2 | The Ordinary Shares issued pursuant to the Agreement held by the Selling Securityholder to be resold as contemplated by the Registration Statement were duly authorised, and when issued and paid for in the manner described in the Agreement and in accordance with the Resolutions, such Ordinary Shares were legally issued, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members of the Company. |
| 4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1 | We express no view as to the commercial terms of the Agreement or whether such terms represent the intentions of the parties and we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. |
| 4.2 | Under British Virgin Islands law, the register of members is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. For the purposes of the opinion given in paragraphs 3.2 and 3.3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands court. |
| 4.3 | Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. |
4
| 4.4 | In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| 4.5 | The search of records of proceedings available at the High Court Registry would not reveal any proceeding which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the High Court Registry). |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the SEC Act or the rules and regulations of the Commission thereunder.
This opinion is addressed to you and may be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration Statement. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
5