Exhibit
4.19



Execution Version



NEITHER
THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 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, AND THE HOLDER HAS,
PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.



WARRANT
TO PURCHASE



ORDINARY
SHARES



OF



CRITICAL
METALS CORP.



Expires:
February 27, 2027



No.
of Ordinary Shares: 1,814,797



Date
of Issuance: February 27, 2024



FOR
VALUE RECEIVED, the undersigned, CRITICAL METALS CORP., a corporation 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” and the “Company”), hereby certifies that GEM Global Yield LLC SCS (“GEM”)
or its assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), in accordance with the terms of this
Warrant, up to 1,814,797 Ordinary Shares of the Issuer (“Ordinary Shares”), at an exercise price of $10.71 per Share; provided
that, on the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of
this Warrant remains unexercised and the average closing price of the Ordinary Shares for the 10 Trading Days following the Adjustment
Date is less than 90% of the then current exercise price of this Warrant (the “Baseline Price”), then the exercise
price of this Warrant shall be adjusted to 105% of the Baseline Price. Capitalized terms used in this Warrant shall have the respective
meanings specified in Section ‎8 hereof, and capitalized terms used but not defined in this Warrant have the meanings
given them in the Purchase Agreement. This Warrant is issued in accordance with, and subject to, the terms and conditions of the Purchase
Agreement.



1. Term.The Holder may exercise this Warrant for a period which shall commence on the Public Listing Date, and shall expire at 6:00 p.m.,
Eastern Time, on the date that is the third anniversary of the Public Listing Date (such period being 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. The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise
form attached hereto), duly executed at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of Warrant Shares with respect to
which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by
wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions
Section ‎2‎(c) below, or (iii) by a combination of the foregoing methods of payment selected by the Holder of
this Warrant.



(c) Cashless
Exercise.



(i) Notwithstanding
any provisions herein to the contrary, if the Per Share Market Value of one Ordinary Share is greater than the Warrant Price (at the
date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of Ordinary Shares equal to an amount (as determined below) by surrender of this
Warrant at the principal office of the Issuer together with the properly endorsed notice of exercise, in which event the Issuer shall
issue to the Holder a number of Ordinary Shares computed using the following formula:





| | X = Y - (A)(Y) | 
| | -------------- | 
| | B              | 





|Where | X = | the number of Ordinary Shares to be issued to the Holder.
|----- | --- | ---------------------------------------------------------



| | Y = | the
                                            number of Ordinary Shares purchasable upon exercise of all of the Warrant or, if only a portion
                                            of the Warrant is being exercised, the portion of the Warrant being exercised.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | A = | the
                                            Warrant Price.
| | --- | --------------------------------------------------------------



| | B = | the
                                            Per Share Market Value of one Ordinary Share.
| | --- | ---------------------------------------------------------------------------------------------



For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall
be deemed to have commenced, on the date this Warrant was originally issued.





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(d) Issuance
of Shares. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates
for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time,
not exceeding five Trading Days after such exercise (the “Delivery Date”), unless the Ordinary Shares are then uncertificated,
in which case the Warrant Shares shall be 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 Agent Commission System (“DWAC”)
within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes
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 shares to the DTC on a holder’s behalf via DWAC only if
such exercise is in connection with a sale or other exemption from registration by which the shares may be issued without a restrictive
legend and the Issuer and its transfer agent are participating in DTC through the DWAC system. The Holder shall deliver this original
Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss,
theft or destruction, at such time that this Warrant is fully exercised. 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
five Business 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.



(e) 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 transmit to the Holder a certificate or certificates representing the Warrant Shares or 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.





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(f) Transferability
of Warrant. This Warrant may be transferred by a Holder, in whole or in part, without the prior written consent of the Issuer, (i)
at any time, to an Affiliate of the Holder, or (ii) at any time following the Public Listing Date, to any Person. 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 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.



(g) 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.



(h) 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.





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(ii) Except
as provided in paragraph (iii) below, this Warrant and all certificates representing Warrant Shares issued upon exercise hereof
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 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, AND THE HOLDER HAS, PRIOR TO SUCH
SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY.



(iii) The
Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Shares, without the legend set forth above 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) 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 an opinion of counsel reasonably satisfactory
to the Issuer, to the effect 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(h), 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(h) 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 or the Purchase Agreement).





5







(i) 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 one hundred fifty (150%) of the number of Ordinary Shares issuable upon exercise of this Warrant without regard to any limitations
on exercise.



(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.





6







(d) Loss,
Theft, Destruction of Warrant. Upon receipt of evidence 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 or security 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.



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, including, without limitation, those under the Registration Rights Agreement (as defined below) (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 of Section 4.13 of the Purchase Agreement.





7







(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) subdivide
its outstanding Ordinary Shares into a larger number of Ordinary Shares, or



(iii) combine
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





8







(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).



(d) Issuance
of Additional Ordinary Shares. In the event the Issuer shall at any time following the Public Listing 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 Public Listing 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.





9







(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.



(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 ‎4and 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.





10







(iii) Fractional
Interests. In computing adjustments under this Section ‎4, fractional interests in Ordinary Shares shall be taken
into account to the nearest one hundredth (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 ‎4hereof (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 ten (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 thirty (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.



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.





11







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 sixty-one (61) days’ notice (pursuant to Section ‎12 hereof) (the “Waiver
Notice”) that such Holder would like to waive this Section ‎7 with 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 sixty-one (61) day period prior to the expiration of
the Term, the Holder may waive this Section ‎7 by providing a Waiver Notice at any time during such sixty-one (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 Public Listing Date, and all Other Ordinary Shares,
if any, issued by the Issuer after the Public Listing 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 Purchase Agreement or issued pursuant to the Purchase 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 Purchase Agreement results in a lower adjusted price), (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 option plans and employee equity purchase plans outstanding
as they exist on the date of the Purchase Agreement or as subsequently approved by the Board provided that the number of Ordinary Shares
issued pursuant to such plans does not exceed 5% of the Ordinary Shares outstanding, and (vi) any warrants or similar rights issued
to the finders, placement agents or their respective designees for the transactions contemplated by the Purchase 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.



“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.





12







“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 to any Person.



“Convertible
Securities” means evidences of indebtedness, shares of Equity Capital or other Securities 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.



“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.





13







“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.



“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.



“Purchase
Agreement” means the Share Purchase Agreement, dated July 4, 2023, by and among the Issuer, GEM Yield Bahamas Limited and GEM
Global Yield LLC SCS.



“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.





14







“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.



“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
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





15







| | (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 twenty (20) days prior to the action in question and not less than five
(5) 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.



10. Amendment
and Waiver.Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Holder.



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.





16







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, return receipt requested, properly addressed to the party to receive the same. 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
    GEM:                                          | GEM
    Yield Bahamas Ltd.
    Attn:
    Christopher F. Brown, Manager
    Email:
    cbrown@gemny.com                  
| |                                                         |                                                                                                                         
| | With
    a copy (which shall not constitute notice) to: | Gibson,
    Dunn & Crutcher LLP
    Attn:
    Boris Dolgonos
    Email:
    bdolgonos@gibsondunn.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.



13. Warrant
Agent.The Issuer may, by written notice to each Holder of this Warrant, appoint an agent having an office in New York,
New York for the purpose of issuing Warrant Shares on the exercise of this Warrant pursuant to Section ‎2‎(b) above,
exchanging this Warrant pursuant to Section ‎2‎(c) above or replacing this Warrant pursuant to Section 3(d)
above, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.



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 (including any Successor Company as set forth in the Purchase Agreement), 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







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.



18. Registration
Rights.The Holder of this Warrant is entitled to the benefit of certain registration rights with respect to the Warrant
Shares issuable upon the exercise of this Warrant pursuant to that certain Registration Rights Agreement, of even date herewith, by and
among the Issuer and the Holder (the “Registration Rights Agreement”) and the registration rights with respect to
the Warrant Shares issuable upon the exercise of this Warrant by any subsequent Holder may only be assigned in accordance with the terms
and provisions of the Registration Rights Agreement.



[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]







18







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





| | CRITICAL METALS CORP.
| | ---------------------
| |                      
| | By:                  
| | Name:                
| | Title:               







19







EXERCISE
FORM
WARRANT



CRITICAL
METALS CORP.



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



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



Number
of Ordinary 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
undersigned intends that payment of the Warrant Price shall be made as (check one):



Cash
Exercise_______



Cashless
Exercise_______



If
the Holder has elected a cash exercise, 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.



If
the Holder has elected a cashless exercise, a certificate shall be issued to the Holder for the number of shares (or such number of shares
shall be registered in book-entry form in the name of the Holder, as applicable) equal to the whole number portion of the product of
the calculation set forth below, which is ___________. The Company shall pay a cash adjustment in respect of the fractional portion of
the product of the calculation set forth below in an amount equal to the product of the fractional portion of such product and the Per
Share Market Value on the date of exercise, which product is ____________.



| | Where: | X = Y - (A)(Y) | 
| | ------ | -------------- | 
| |        | B              | 



The
number of Ordinary Shares to be issued to the Holder __________________ (“X”).



The
number of Ordinary Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being exercised ___________________________ (“Y”).



The
Warrant Price ______________ (“A”).



The
Per Share Market Value of one Ordinary Share _______________________ (“B”).















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 _______________.