Exhibit 4.18



Execution Version



NEITHER THE SECURITIES REPRESENTED HEREBY NOR
THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUEABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.



WARRANT TO PURCHASE



ORDINARY SHARES



OF



CRITICAL METALS CORP.



Expires: May 27, 2025



No. of Ordinary Shares: 350,000



Date of Issuance: February 27, 2024



FOR VALUE RECEIVED, the undersigned,
CRITICAL METALS CORP., a BVI business company incorporated under the laws of the British Virgin Islands whose registered office is at
Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (together with its successors and assigns, the “Issuer”
or the “Company”), hereby certifies that Polar Multi-Strategy Master Fund ( the “Holder”) or its
permitted assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), in accordance with the terms of
this Warrant, up to 350,000 Ordinary Shares of the Issuer (“Ordinary Shares” or “Warrant Shares”),
at an exercise price of $10.00 per share, subject to adjustment herein (the “Warrant Price”). Capitalized terms used
in this Warrant shall have the respective meanings specified in Section 8 hereof. This Warrant is issued in accordance with,
and subject to, the terms and conditions of the Letter Agreement.



1. Term.
The Holder may exercise this Warrant for a period which shall commence on the Closing Date, and shall expire at 6:00 p.m., Eastern Time,
on the date that is 15 months after the Closing Date (such period, the “Term”).













2. Method
of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.



(a) Time
of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.



(b) Method
of Exercise. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during
the Term by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in
the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined in Section 2(b) herein) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Warrant Price for the shares specified in the applicable Notice of Exercise by wire transfer or
cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares
available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company
for cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the
effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such
purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given
time may be less than the amount stated on the face hereof.As used herein, “Standard Settlement Period” means
the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the
Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.



(c) Issuance
of Shares. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, including
the payment to the Company of the aggregate Warrant Price for the Warrant Shares, the Warrant Shares shall be issued and registered in
the Issuer’s register of members in the name of the Holder, or, at the request of the Holder (provided that a registration statement
under the Securities Act providing for the resale of the Warrant Shares is then in effect or that the Warrant Shares are otherwise exempt
from registration), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf
via the Deposit Withdrawal At Custodian (“DWAC”) by the date that is the earlier of (i) two (2) Trading Days after
the delivery to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after
the delivery to the Company of the Notice of Exercise (such date, the “Delivery Date”), and for purposes of Regulation
SHO of the Securities Exchange Act of 1934, as amended, the Holder hereof shall be deemed to be the holder of the Warrant Shares so purchased
as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to
issue and deliver the Warrant Shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale
or contemplated or proposed sale of the Warrant Shares or other exemption from registration by which the Warrant Shares may be issued
without a restrictive legend and the Issuer’s transfer agent is participating in DTC through the DWAC system. The Company agrees
to maintain a transfer agent that is a participant in the FAST program of DTC so long as this Warrant remains outstanding and exercisable.
This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant Shares referenced
by this Warrant. If this Warrant is submitted in connection with any partial exercise and the number of Warrant Shares represented by
this Warrant submitted for exercise is greater than the actual number of Warrant Shares being acquired upon such exercise, then the Company
shall, as soon as practicable, and in no event later than two Trading Days after any exercise, and at its own expense, issue a new Warrant
of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. With respect to partial exercises of this
Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.





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(d) Compensation
for Buy-In on Failure to Timely Deliver Shares upon Exercise. In addition to any other rights available to the Holder, if the Issuer
fails to cause its transfer agent to issue and register such Warrant Shares in the Issuer’s register of members in the name of the
Holder, as applicable, pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in
cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for
the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Issuer
was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving
rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of Ordinary Shares that
would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary
Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding
sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts
payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the
Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to
timely deliver certificates representing Ordinary Shares or register such Warrant Shares in book-entry form in the name of the Holder,
as applicable, upon exercise of this Warrant as required pursuant to the terms hereof.



(e) Transferability
of Warrant. This Warrant may not be transferred by a Holder, in whole or in part, without the prior written consent of the Issuer,
and any purported transfer without such consent shall be null and void ab initio. If transferred pursuant to this paragraph, this Warrant
may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant
at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and other
than transfers to one or more Affiliates of the Holder, upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number
of Warrant Shares, each new Warrant to represent the right to purchase such number of Warrant Shares as the Holder hereof shall designate
at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the date hereof and shall be identical with
this Warrant except as to the number of Warrant Shares issuable pursuant thereto.





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(f) Continuing
Rights of Holder. The Issuer will, at the time of, or at any time after, each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder
shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder
shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such
Holder.



(g) Compliance
with Securities Laws.



(i) The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof
are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the
Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except pursuant
to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities
laws.



(ii) Except
as provided in paragraph (iii) below, this Warrant shall be stamped or imprinted with a legend in substantially the following form:



NEITHER THE SECURITIES REPRESENTED HEREBY
NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUEABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.





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(iii) The
Issuer agrees to reissue this Warrant, if at such time, prior to making any transfer of any such securities, the Holder shall give written
notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either
(i) other than with respect to transfer to Affiliates of the Issuer, the Issuer has received an opinion of counsel reasonably satisfactory
to the Issuer, to the effect that the registration or qualification of such securities under the Securities Act is not required in connection
with such proposed transfer, (ii) a registration statement under the Securities Act or state securities laws covering such proposed
disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act
and the securities have been qualified under state securities laws, (iii) the Issuer has received other evidence reasonably satisfactory
to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the
Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act;
and (b) either (i) the Issuer has received reasonable assurance that registration or qualification under the securities or “blue
sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state
securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond
to any such notice from a holder within five Trading Days. In the case of any proposed transfer under this Section 2(g), the Issuer
will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event
be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject
it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities
or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer
contained in this Section 2(g) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained
in any other Section of this Warrant. Whenever a certificate representing the Warrant Shares is required to be issued to the Holder without
a legend, in lieu of delivering physical certificates representing the Warrant Shares, the Issuer shall cause its transfer agent to electronically
transmit the Warrant Shares to the Holder by crediting the account of the Holder or Holder’s prime broker with DTC through its DWAC
system (to the extent not inconsistent with any provisions of this Warrant).



(h) Accredited
Investor Status. In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited investor”
as defined in Regulation D under the Securities Act.



3. Shares
Fully Paid; Reservation and Listing of Shares; Covenants.



(a) Shares
Fully Paid; Reservation. The Issuer represents, warrants, covenants and agrees that all Warrant Shares which may be issued upon the
exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through the Issuer. The Issuer further
covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and
reserved for the purpose of the issuance upon exercise of this Warrant a number of authorized but unissued Ordinary Shares equal to at
least 150% of the number of Ordinary Shares issuable upon exercise of this Warrant without regard to any limitations on exercise.





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(b) Registration;
Listing. If any Ordinary Shares required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any Governmental Authority under any federal or state law before such shares may be so issued,
the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered
or qualified. If the Issuer shall list any Ordinary Shares on any securities exchange or market it will, at its expense, list thereon,
and maintain and increase when necessary such listing, of, all Warrant Shares from time to time issued upon exercise of this Warrant or
as otherwise provided hereunder (provided that such Warrant Shares have been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued Warrant Shares
which are at any time issuable hereunder, so long as any Ordinary Shares shall be so listed. The Issuer will also so list on each securities
exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive
upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market
by the Issuer.



(c) Covenants.
The Issuer shall not by any action including, without limitation, amend the Memorandum and Articles of Association of the Issuer, or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof.
Without limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Ordinary Shares to
exceed the then effective Warrant Price, (ii) not amend or modify any provision of the Memorandum and Articles of Association of
the Issuer in any manner that would adversely affect the rights of the Holder, (iii) take all such action as may be reasonably necessary
in order that the Issuer may validly and legally issue fully paid and nonassessable Ordinary Shares, free and clear of any liens, claims,
encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.



(d) Loss,
Theft, Destruction of Warrant. Upon receipt of evidence reasonably satisfactory to the Issuer of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity (but not the
posting of any surety or other bond) reasonably satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
of like tenor and representing the right to purchase the number of Ordinary Shares remaining available upon exercise of the Warrant which
has been lost, stolen, destroyed or mutilated.



(e) Payment
of Taxes. The Issuer will pay all transfer and issuance taxes attributable to the preparation, issuance and delivery of this Warrant
(and any replacement Warrants) including, without limitation, all documentary and stamp taxes attributable to the initial issuance of
the Warrant Shares issuable upon exercise of this Warrant; provided, however, that the Issuer shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates representing Warrant
Shares or registration of such Warrant Shares in book-entry form, as applicable, in a name other than that of the Holder in respect to
which such shares are issued.





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4. Adjustment
of Warrant Price. The price at which such Warrant Shares may be purchased upon exercise of this Warrant and/or the number of
Warrant Shares issuable shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance
with the notice provisions set forth in Section 5.



(a) Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale. In the event that the Holder has elected not to exercise this Warrant
prior to the consummation of a Change of Control, so long as the Surviving Corporation pursuant to any Change of Control is a company
that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its Ordinary Shares
are listed or quoted on a U.S. national securities exchange, the Surviving Corporation and/or each Person (other than the Issuer) which
may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this
Warrant (and if the Issuer shall survive the consummation of such Change of Control, such assumption shall be in addition to, and shall
not release the Issuer from, any continuing obligations of the Issuer under this Warrant), and (B) the obligation to deliver to such
Holder such Securities, cash or property as, in accordance with the foregoing provisions of this Section 4(a), such Holder
shall be entitled to receive, and the Surviving Corporation and/or each such Person shall have similarly delivered to such Holder an opinion
of counsel for the Surviving Corporation and/or each such Person, which counsel shall be reasonably satisfactory to such Holder, or in
the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant
shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this
Section 4(a)) shall be applicable to the Securities, cash or property which the Surviving Corporation and/or each such Person
may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. If following such a Change
of Control, the Surviving Corporation does not have a registered class of equity securities and Ordinary Shares listed on a U.S. national
securities exchange as described in the first sentence of this Section 4(a), then the Holder shall be entitled to receive compensation
in accordance with the terms set forth below in this Section 4(a). Notwithstanding anything to the contrary, in the circumstances
set forth in the immediately preceding sentence, the Company (or the Successor Entity (as defined below)) shall be required to purchase
this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining
unexercised portion of this Warrant on the date of the consummation of such Change of Control; provided, however, that,
if the Change of Control is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall
only be entitled to receive from the Company or any successor entity in a Change of Control in which the Company is not the survivor (each,
a “Successor Entity”) the same type or form of consideration (and in the same proportion), at the Black Scholes Value
of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection
with the Change of Control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders
of Ordinary Shares are given the choice to receive from among alternative forms of consideration in connection with the Change of Control;
provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Change
of Control, such holders of Common Stock will be deemed to have received common equity of the Successor Entity in such Change of Control.
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from
the “OV” function on Bloomberg determined as of the day of consummation of the applicable Change of Control for pricing purposes
and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of
the public announcement of the applicable contemplated Change of Control and the end of the Term, (B) an expected volatility equal to
the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading
Day immediately following the public announcement of the applicable contemplated Change of Control, (C) the underlying price per share
used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any
non-cash consideration, if any, being offered in such Change of Control and (ii) the Per Share Market Value during the period beginning
on the Trading Day immediately preceding the public announcement of the applicable contemplated Change of Control and ending on date of
consummation of the applicable Change of Control and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable contemplated Change of Control and the end of the Term and (E) a zero cost of borrow. The payment of the Black Scholes
Value will be made by wire transfer of immediately available funds (or such other consideration) within five Business Days of the date
of consummation of the Change of Control.





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(b) Share
Dividends, Subdivisions and Combinations. If at any time the Issuer shall:



(i) make
or issue or set a record date for the holders of the Ordinary Shares for the purpose of entitling them to receive a dividend payable in,
or other distribution of, Ordinary Shares,



(ii) undertake
a division of its outstanding Ordinary Shares into a larger number of Ordinary Shares, or



(iii) undertake
a combination of its outstanding Ordinary Shares into a smaller number of Ordinary Shares,



then (1) the number of Ordinary Shares for
which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of Ordinary
Shares which a record holder of the same number of Ordinary Shares for which this Warrant is exercisable immediately prior to the occurrence
of such event would own or be entitled to receive after the happening of such event, and (2) the Warrant Price then in effect shall
be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of Ordinary Shares for which this Warrant is exercisable immediately
after such adjustment.



(c) Certain
Other Distributions. If at any time the Issuer shall make or issue or set a record date for the holders of the Ordinary Shares for
the purpose of entitling them to receive any dividend or other distribution of:



(i) cash,



(ii) any
evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than
cash, Ordinary Share Equivalents or Additional Ordinary Shares), or



(iii) any
warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever (other than cash, Ordinary Share Equivalents or Additional Ordinary Shares),



then (1) the number of Ordinary Shares for which
this Warrant is exercisable shall be adjusted to equal the product of the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to such adjustment multiplied by a fraction (A) the numerator of which shall be the Per Share Market Value of Ordinary
Shares at the date of taking such record and (B) the denominator of which shall be such Per Share Market Value minus the amount allocable
to one share of Ordinary Shares of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors
of the Issuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights
so distributable, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied
by the number of Ordinary Shares for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
Ordinary Shares for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Ordinary Shares (other
than a change in par value, or from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders of its Ordinary Shares of such shares of such other class
of stock within the meaning of this Section 4(c) and, if the outstanding Ordinary Shares shall be changed into a larger or smaller
number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may
be, of the outstanding Ordinary Shares within the meaning of Section 4(b).





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(d) Issuance
of Additional Ordinary Shares. In the event the Issuer shall at any time following the Closing Date issue any Additional Ordinary
Shares (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at a price per share less than
the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price
equal to the consideration per share paid for such Additional Ordinary Shares.



(e) Issuance
of Ordinary Share Equivalents. In the event the Issuer shall at any time following the Closing Date take a record of the holders of
its Ordinary Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption
in a merger in which the Issuer is the surviving corporation) issue or sell, any Ordinary Share Equivalents, whether or not the rights
to exchange or convert thereunder are immediately exercisable, and the price per share for which Ordinary Shares are issuable upon such
conversion or exchange shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, or if, after
any such issuance of Ordinary Share Equivalents, the price per share for which Additional Ordinary Shares may be issuable thereafter is
amended or adjusted, and such price as so amended shall be less than the Warrant Price in effect at the time of such amendment or adjustment,
then the Warrant Price then in effect shall be adjusted as provided in Section 4(d). No further adjustments of the number of Ordinary
Shares for which this Warrant is exercisable and the Warrant Price then in effect shall be made upon the actual issue of such Ordinary
Shares upon conversion or exchange of such Ordinary Share Equivalents.



(f) Other
Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments
of the number of Ordinary Shares for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:



(i) Computation
of Consideration. To the extent that any Additional Ordinary Shares or any Ordinary Share Equivalents (or any warrants or other rights
therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received
by the Issuer therefor, or, if such Additional Ordinary Shares or Ordinary Share Equivalents are offered by the Issuer for subscription,
the subscription price, or, if such Additional Ordinary Shares or Ordinary Share Equivalents are sold to underwriters or dealers for public
offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable
for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by
the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation
in which the Issuer is the Surviving Corporation (other than any consolidation or merger in which the previously outstanding Ordinary
Shares of the Issuer shall be changed to or exchanged for the stock, ordinary or Ordinary Shares, or other securities of another corporation),
the amount of consideration therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board, of
such portion of the assets and business of the non-surviving corporation as the Board may determine to be attributable to such Ordinary
Shares or Ordinary Share Equivalents, as the case may be. The consideration for any Additional Ordinary Shares issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants
or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration
for any Additional Ordinary Shares issuable pursuant to the terms of any Ordinary Share Equivalents shall be the consideration received
by the Issuer for issuing warrants or other rights to subscribe for or purchase such Ordinary Share Equivalents, plus the consideration
paid or payable to the Issuer in respect of the subscription for or purchase of such Ordinary Share Equivalents, plus the additional consideration,
if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Ordinary Share Equivalents. In the event
of any consolidation or merger of the Issuer in which the Issuer is not the Surviving Corporation or in which the previously outstanding
Ordinary Shares of the Issuer shall be changed into or exchanged for the stock, ordinary or Ordinary Shares, or other securities of another
corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock, ordinary or Ordinary Shares,
or other securities of any corporation, the Issuer shall be deemed to have issued a number of Ordinary Shares for stock, ordinary or Ordinary
Shares, or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction
was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock, ordinary or
Ordinary Shares, or securities or other property of the other corporation. In the event any consideration received by the Issuer for any
securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall
be as determined in good faith by the Board. In the event Ordinary Shares are issued with other shares or securities or other assets of
the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated
among such securities and assets as determined in good faith by the Board.





9







(ii) When
Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified
event requiring an adjustment shall occur, except that any adjustment of the number of Ordinary Shares for which this Warrant is exercisable
that would otherwise be required may be postponed (except in the case of a subdivision or combination of Ordinary Shares, as provided
for in Section 4(b)) up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments
not previously made adds or subtracts less than one percent of the Ordinary Shares for which this Warrant is exercisable immediately prior
to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is
postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4
and not previously made, would result in a minimum adjustment or on the date of exercise. For the purpose of any adjustment, any specified
event shall be deemed to have occurred at the close of business on the date of its occurrence.



(iii) Fractional
Interests. In computing adjustments under this Section 4, fractional interests in Ordinary Shares shall be taken into
account to the nearest 1/100th of a share.



(iv) When
Adjustment Not Required. If the Issuer shall take a record of the holders of its Ordinary Shares for the purpose of entitling them
to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to shareholders
thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment
shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded
and annulled.



(g) Form
of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the Warrant Price or the
number and kind of Securities purchasable upon the exercise of this Warrant.



5. Notice of Adjustments.Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an “adjustment”), the Issuer shall cause its Chief Financial Officer to prepare and execute
a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which
such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to
the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect
to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted to a national or regional accounting
firm reasonably acceptable to the Issuer and the Holder, provided that the Issuer shall have 10 days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer
shall have no such right of objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be
instructed to deliver a written opinion as to such matters to the Issuer and such Holder within 30 days after submission to it of such
dispute. Such opinion shall be final and binding on the parties hereto. The costs and expenses of the initial accounting firm shall be
paid equally by the Issuer and the Holder and, in the case of an objection by the Issuer, the costs and expenses of the subsequent accounting
firm shall be paid in full by the Issuer.





10







6. Fractional
Shares. No fractional Warrant Shares will be issued in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of shares.



7. Ownership Cap
and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this
Warrant exercise this Warrant if the number of Ordinary Shares to be issued pursuant to such exercise would exceed, when aggregated with
all Other Ordinary Shares owned by such Holder and its Affiliates at such time, the number of Ordinary Shares which would result in such
Holder and its Affiliates beneficially owning (as determined in accordance with Section 12(d) of the Exchange Act and the rules
thereunder) in excess of 9.99% of the then issued and outstanding Ordinary Shares; provided, however, that upon a Holder
of this Warrant providing the Issuer with 61 days’ notice (pursuant to Section 12 hereof) (the “Waiver Notice”)
that such Holder would like to waive this Section 7with regard to any or all Ordinary Shares issuable upon exercise of this
Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver
Notice until the date that the Holder notifies the Issuer (pursuant to Section 12 hereof) that the Holder revokes the Waiver
Notice; provided, further, that during the 61 day period prior to the expiration of the Term, the Holder may waive this Section 7by providing a Waiver Notice at any time during such 61 day period.



8. Definitions.For the purposes of this Warrant, the following terms have the following meanings:



“Additional Ordinary
Shares” means all Ordinary Shares issued by the Issuer after the Closing Date, and all Other Ordinary Shares, if any, issued
by the Issuer after the Closing Date, except: (i) securities issued (other than for cash) in connection with a merger, acquisition,
or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or
outstanding on or prior to the date of the Letter Agreement or issued pursuant to the Letter Agreement (so long as the conversion or exercise
price in such securities are not amended to lower such price and/or adversely affect the Holder unless the issuance of shares pursuant
to the Letter Agreement results in a lower adjusted price) or issued pursuant to the Merger Agreement, (iii) the Warrant Shares,
(iv) securities issued in connection with bona fide strategic license agreements, consulting agreements, or other partnering or technology
development arrangements so long as such issuances are not for the purpose of raising capital, (v) Ordinary Shares issued or the
issuance or grants of options to purchase Ordinary Shares pursuant to the Issuer’s equity incentive plans adopted in connection
with the Transaction, and (vi) any warrants or similar rights issued to the finders, placement agents or their respective designees
for the transactions contemplated by the Letter Agreement or in subsequent offerings or placements. The exclusions set forth in this definition
shall also apply to the issuance or sale of Ordinary Share Equivalents.





11







“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership
of voting securities, by contract or otherwise.



“Board”
shall mean the Board of Directors of the Issuer.



“Business Day”
means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York, New York, are authorized
or required by law or executive order to close.



“Change of Control”
shall mean (i) the acquisition by any Person of direct or indirect beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of the combined voting power of the then-issued and outstanding equity of the Company; (ii) the
occurrence of a merger, consolidation, reorganization, share exchange or similar corporate transaction, whether or not the Company is
the Surviving Corporation, other than a transaction which would result in the voting equity outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the Surviving Corporation) at least 50%
of the voting shares of the Company or such Surviving Corporation immediately after such transaction; or (iii) the sale, transfer
or disposition of all or substantially all of the business and assets of the Company and its Subsidiaries, taken as a whole, to any Person.



“Convertible Securities”
means evidences of indebtedness, shares of Equity Capital or other Securities, in any case, which are or may be at any time convertible
into or exchangeable for Additional Ordinary Shares. The term “Convertible Security” means one of the Convertible Securities.



“Equity Capital”
means and includes (i) any and all ordinary shares, stock or other common or ordinary equity shares, interests, participations or
other equivalents of or interests therein (however designated), including, without limitation, shares of preferred or preference shares,
(ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests
or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person
of any other type.





12







“Governmental Authority”
means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality,
whether federal, state or local, and whether domestic or foreign.



“Holders”
mean the Persons who shall from time to time own this Warrant or any one or more Warrants issued in replacement hereof in accordance with
the terms hereof. The term “Holder” means one of the Holders.



“Independent Appraiser”
means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business
of appraising the Equity Capital or assets of corporations or other entities as going concerns, and which is not affiliated with either
the Issuer or the Holder of any Warrant.



“Ordinary Share Equivalent”
means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Ordinary Shares or any Convertible
Security.



“Other Ordinary Shares”
means any other Equity Capital of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other
than Ordinary Shares) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation
as to amount.



“Per Share Market
Value” means on any particular date (a) the last closing bid price per Ordinary Share on such date on a registered national
stock exchange on which the Ordinary Shares are then listed, or if there is no such price on such date, then the closing price on such
exchange or quotation system on the date nearest preceding such date, or (b) if the Ordinary Shares are not listed or traded then
on any registered national stock exchange, the last closing bid price for a Ordinary Share in the over-the-counter market, as reported
by the U.S. national securities exchange on which the Ordinary Shares are traded at the close of business on such date, or (c) if
the Ordinary Shares are not then publicly traded the fair market value of a Ordinary Share as determined by an Independent Appraiser selected
in good faith by the Holder; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser,
shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average
of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market
Value shall be appropriately adjusted for any dividends, splits or other similar transactions during such period. The determination of
fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis
as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final
and binding on all parties. In determining the fair market value of any Ordinary Shares, no consideration shall be given to any restrictions
on transfer of the Ordinary Shares imposed by agreement or by federal or state securities laws, or to the existence or absence of, or
any limitations on, voting rights.





13







“Person”
means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint
venture, Governmental Authority or other entity of whatever nature.



“Principal Market”
means any U.S. securities exchange on which the Ordinary Shares are traded or any other exchange platform in the world on which the Ordinary
Shares are traded, including, but not limited to, the London Stock Exchange, the Berlin Stock Exchange, the Frankfurt Stock Exchange,
the Shanghai Stock Exchange, the SIX Swiss Exchange or the Stock Exchange of Hong Kong.



“Letter Agreement”
means the Letter Agreement, dated February 27, 2024, by and among the Issuer, the Holder and VO Sponsor, LLC.



“Securities”
means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable
for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. “Security”
means one of the Securities.



“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute then in effect.



“Subsidiary”
means any corporation at least 50% of whose outstanding Voting Shares shall at the time be owned directly or indirectly by the Issuer
or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.



“Surviving Corporation”
means (a) the corporation surviving or resulting from any merger, consolidation, reorganization, share exchange or similar corporate
transaction involving the Company; (b) the direct or indirect parent company of such surviving corporation; or (c) an entity
that acquires all or substantially all of the business and assets of the Company.



“Term”
has the meaning specified in Section 1 hereof.



“Trading Day”
means a day on which the Ordinary Shares are traded on a the Principal Market; provided, however, that in the event that the Ordinary
Shares are not listed or quoted as set forth in the foregoing clause, then Trading Day shall mean any day except Saturday, Sunday and
any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law
or other government action to close.



“Voting Shares”
means, as applied to the Equity Capital of any corporation, Equity Capital of any class or classes (however designated) having ordinary
voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other
than Equity Capital having such power only by reason of the happening of a contingency.



“Warrant Price”
means the exercise price set forth in the first paragraph of this Warrant, as such price may be adjusted from time to time as shall result
from the adjustments specified in this Warrant, including Section 4 hereto.





14







“Warrant Share Number”
means at any time the aggregate number of Warrant Shares which may at such time be purchased upon exercise of this Warrant, after giving
effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.



“Warrant Shares”
means Ordinary Shares issuable upon exercise of this Warrant.



9. Other Notices.In case at any time:



| | (a) | the Issuer shall make any distributions to the holders of Ordinary Shares; or
| | --- | -----------------------------------------------------------------------------



| | (b) | the Issuer shall authorize the granting to all holders of its Ordinary Shares of rights to subscribe for
or purchase any shares of Equity Capital of any class or other rights; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | there shall be any reclassification of the Equity Capital of the Issuer; or
| | --- | ---------------------------------------------------------------------------



| | (d) | there shall be any capital reorganization by the Issuer; or
| | --- | -----------------------------------------------------------



| | (e) | there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer or other
disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in
which the Issuer shall be the surviving corporation and its shares of Equity Capital shall continue to be outstanding and unchanged and
except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any
partial liquidation of the Issuer or distribution to holders of Ordinary Shares;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



then, in each such case, the
Issuer shall, to the extent permitted by law, give written notice to the Holder of the date on which (i) the books of the Issuer
shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall
specify the date as of which the holders of Ordinary Shares of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. To the extent permitted
by law, such notice shall be given at least 20 days prior to the action in question and not less than five days prior to the record
date or the date on which the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to receive
copies of all financial and other information distributed or required to be distributed to the holders of the Ordinary Shares.





15







10. Amendment
and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended by a written instrument or written instruments
executed by the Issuer and the Holder, and any provision of this Warrant may be waived (either generally or in a particular instance
and either retroactively or prospectively), by a written instrument executed by the party against whom enforcement of such waiver is
sought.



11. Governing
Law; Jurisdiction.This Warrant shall be governed by the internal laws of the State of New York, without giving effect to the
choice of law provisions except Section 5-1401 of the New York General Obligations Law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.



All disputes, controversies or claims between
the Parties arising out of or in connection with this Warrant (including its existence, validity or termination) which cannot be amicably
resolved shall be finally resolved and settled under the Rules of Arbitration of the American Arbitration Association and its affiliate
the International Center for Dispute Resolution in New York City. The arbitration tribunal shall be composed of one arbitrator. The arbitration
will take place in New York City, New York, and shall be conducted in the English language. The arbitration award shall be final and binding
on the Parties.



12. Notices.Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be delivered in writing
by electronic mail properly addressed to the party to receive the same. Notice delivered by electronic mail shall be deemed received
at the time it is sent as long as the sender does not receive an automated notification by the recipient’s email server that the
delivery has failed. The email addresses for such communications shall be:



|If to the Company:                                  |  | Critical Metals Corp.
    Attn: Tony Sage
    Email: TonyS@cyclonemetals.com                                                                                                                                                 
|--------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    |  |                                                                                                                                                                                                                              
|With a copy (which shall not constitute notice) to: |  | White & Case LLP
    Attn: James Hu; Jason Rocha
    Email: james.hu@whitecase.com, Jason.rocha@whitecase.com                                                                                                                
|                                                    |  |                                                                                                                                                                                                                              
|If to the Holder:                                   |  | c/o Mourant Governance
    Services (Cayman) Limited
    94 Solaris Avenue Camana Bay
    PO Box 1348
    Grand Cayman, JY1-1108
    Cayman Islands
    Email: legal@polaramp.com, cperri@polaramp.com, pminazad@polaramp.com



Any party hereto may from
time to time change its address for notices by giving written notice of such changed address to the other party hereto.





16







13. [Intentionally
Omitted].



14. Remedies.The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by
the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the
fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained
herein or by an injunction against a violation of any of the terms hereof or otherwise.



15. Successors
and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and
permitted assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Shares issued pursuant
hereto, and shall be enforceable by any such Holder or Holder of Warrant Shares.



16. Modification
and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable
by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such
provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision
had never been contained herein.



17. Headings.The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





17







IN WITNESS WHEREOF, the Issuer
has executed this Warrant as of the day and year first above written.



| | CRITICAL METALS CORP.
| | ---------------------



| | By: | /s/ Tony Sage              
| | --- | ---------------------------
| |     | Name: Tony Sage            
| |     | Title:   Executive Chairman





18







EXERCISE FORM
WARRANT



CRITICAL METALS CORP.



The undersigned _______________, pursuant to the
provisions of the within Warrant, hereby elects to purchase _____ Warrant Shares covered by the within Warrant.



|Dated: |  |  | Signature | 
|------ |  |  | --------- | 
|       |  |  |           | 
|       |  |  | Address   | 
|       |  |  |           | 



Number of Warrant Shares beneficially owned or
deemed beneficially owned by the Holder on the date of exercise: _________________________



The undersigned is an “accredited investor”
as defined in Regulation D under the Securities Act of 1933, as amended.



The Holder shall pay the sum of $________ by certified
or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the Warrant.



Please issue said Warrant Shares
in the name of the undersigned or in such other name as is specified below:



_______________________________



The Warrant Shares shall be delivered to the following DWAC Account
Number:



_______________________________



_______________________________



_______________________________



[SIGNATURE OF HOLDER]



Name of Investing Entity: ___________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _____________________________________________________

Name of Authorized Signatory: _______________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________

Date:___________________________________________________________________________________________





19







ASSIGNMENT



FOR VALUE RECEIVED, _________________ hereby sells,
assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and
appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation.



|Dated: |  |  | Signature | 
|------ |  |  | --------- | 
|       |  |  |           | 
|       |  |  | Address   | 
|       |  |  |           | 



PARTIAL ASSIGNMENT



FOR VALUE RECEIVED, _________________ hereby sells,
assigns and transfers unto __________________ the right to purchase _________ Warrant Shares evidenced by the within Warrant together
with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said
Warrant on the books of the within named corporation.



|Dated: |  |  | Signature | 
|------ |  |  | --------- | 
|       |  |  |           | 
|       |  |  | Address   | 
|       |  |  |           | 



FOR USE BY THE ISSUER ONLY:



This Warrant No. W-___ canceled (or transferred
or exchanged) this _____ day of ___________, _____, Ordinary Shares issued therefor in the name of _______________, Warrant No. W-_____
issued for ____ Ordinary Shares in the name of _______________.





20