**Exhibit 2.4**

 

[Form of Warrant Certificate]

 

[FACE]

 

** **

**THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISEDPRIOR TO**

**THE EXPIRATION OF THE EXERCISE PERIOD PROVIDEDFOR**

**IN THE WARRANT AGREEMENT DESCRIBED BELOW**

** **

**CRITICAL METALS CORP.**

*Incorporated Under the Laws of the British VirginIslands*

 

CUSIP [  ]

** **

**Warrant Certificate**

*** ***

***This Warrant Certificate certifies that***                       ,or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “***Warrants***” and each, a “***Warrant***”)to purchase ordinary shares, $0.001 par value per share (“***Ordinary Shares***”), of Critical Metals Corp., a BritishVirgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the “***Company***”).Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receivefrom the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “***ExercisePrice***”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company(or through “***cashless exercise***” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificateand payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forthherein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings givento them in the Warrant Agreement.

 

Each Warrant is initially exercisable for onefully paid and non-assessable Ordinary Share. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustmentupon the occurrence of certain events as set forth in the Warrant Agreement.

 

The initial Exercise Price is equal to $11.50per Ordinary Share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

 

Subject to the conditions set forth in the WarrantAgreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,such Warrants shall become void.

 

Reference is hereby made to the further provisionsof this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect asthough fully set forth at this place.

 

This Warrant Certificate shall not be valid unlesscountersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

 

This Warrant Certificate shall be governed byand construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

 

 

 

 

 

 

 

 

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[Form of Warrant Certificate]

 

[Reverse]

 

The Warrants evidenced by this Warrant Certificateare part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issuedpursuant to a Warrant Agreement dated as of                   ,2021 (as amended, the “***Warrant Agreement***”), duly executed and delivered by the Company to Continental StockTransfer & Trust Company, a New York corporation, as warrant agent (the “***Warrant Agent***”), which WarrantAgreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of therights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words“***holders***” or “***holder***” meaning the Registered Holders or Registered Holder, respectively)of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined termsused in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

 

Warrants may be exercised at any time during theExercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them bysurrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, togetherwith payment of the Exercise Price as specified in the Warrant Agreement (or through “***cashless exercise***” asprovided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exerciseof Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, thereshall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

 

Notwithstanding anything else in this WarrantCertificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement coveringthe Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to theOrdinary Shares is current, except through “***cashless exercise***” as provided for in the Warrant Agreement.

 

The Warrant Agreement provides that upon the occurrenceof certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certainconditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an OrdinaryShare, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

 

Warrant Certificates, when surrendered at theprincipal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorneyduly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but withoutpayment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a likenumber of Warrants.

 

Upon due presentation for registration of transferof this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencingin the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to thelimitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

 

The Company and the Warrant Agent may deem andtreat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownershipor other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and forall other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrantsnor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

 

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Election to Purchase

 

(To Be Executed Upon Exercise of Warrant)

 

The undersigned hereby irrevocably elects to exercisethe right, represented by this Warrant Certificate, to receive                   Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Critical Metals Corp. (the “***Company***”)in the amount of $                   inaccordance with the terms hereof. The undersigned requests that the register of members of the Company be updated to reflect the issuanceof such Ordinary Shares and a certificate for such Ordinary Shares be registered in the name of                   ,whose address is                   andthat such Ordinary Shares be delivered to                   whoseaddress is                   . If saidnumber of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificaterepresenting the remaining balance of such Ordinary Shares be registered in the name of                   ,whose address is                   andthat such Warrant Certificate be delivered to                   ,whose address is                   .

 

In the event that the Warrant has been calledfor redemption by the Company pursuant to Section 6 of the Warrant Agreement and the undersigned elects to exercise its Warrantpursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordancewith Section 6 of the Warrant Agreement.

 

In the event that the Warrant is a Private PlacementWarrant that is to be exercised on a “***cashless***” basis pursuant to subsection 3.3.1(b) of the WarrantAgreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b)of the Warrant Agreement.

 

In the event that the Warrant is to be exercisedon a “***cashless***” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Sharesthat this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

 

In the event that the Warrant may be exercised,to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisablefor would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)the holder hereof shall complete the following:

 

The undersigned hereby irrevocably elects to exercisethe right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive OrdinaryShares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashlessexercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registeredin the name of                   , whoseaddress is                   and that suchWarrant Certificate be delivered to                   ,whose address is                   .

 

[Signature Page Follows]

 

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Date:

 

Signature Guaranteed:

 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE)) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

 

 

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