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Critical Metals Corp. Acquisition of European Lithium Approved by Supreme Court of Western Australia

Court approval follows European Lithium shareholder and option holder votes in favor of the schemes on October 22, 2026.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Critical Metals Corp (Nasdaq: CRML) received Supreme Court of Western Australia approval for its proposed acquisition of European Lithium.

The transaction would acquire 100% of European Lithium’s issued shares and all its listed options through two court-approved schemes, with consideration paid in new Critical Metals ordinary shares. The schemes become legally effective when the court orders are lodged with the Australian Securities and Investments Commission, expected on October 27, 2026. European Lithium’s ASX trading is expected to be suspended from that day’s close.

Implementation and issuance of the new shares are expected on November 5, followed by Nasdaq trading of those shares and European Lithium’s ASX removal on November 6, 2026. All dates are indicative, subject to change and refer to Perth time.

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2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate pointCourt approval advances the proposed acquisition of 100% of European Lithium’s shares and all listed options.
  • Minor pointEuropean Lithium shareholders and option holders voted in favor of the schemes on October 22, 2026.

Negative

  • Moderate point. Forward-looking: it has not happened yet and may not happen.New Critical Metals ordinary shares will fund both schemes, diluting existing holders upon issuance.
  • Minor pointLegal effectiveness still requires lodging the court orders with the Australian Securities and Investments Commission.

Key Figures

European Lithium share capital acquired: 100% Court approval: October 26, 2026 Expected effective date: October 27, 2026 +2 more
European Lithium share capital acquired
100%
Proposed acquisition also covers all listed options
Court approval
October 26, 2026
Supreme Court of Western Australia approved the schemes
Expected effective date
October 27, 2026
Schemes become legally effective after court orders are lodged
Implementation date
November 5, 2026
New Critical Metals Corp shares expected to be issued
Expected Nasdaq trading start
November 6, 2026
New Critical Metals Corp shares

Previous Acquisition Reports

2 past events · Latest: Oct 22
Same Type 2 events
  1. Oct 22

    Securityholder approval

    24h Move
    -6.8%

    European Lithium securityholders approved the schemes, satisfying that condition before the court ruling.

  2. Oct 21

    Exchange ratio terms

    24h Move
    +3.8%

    The acquisition's floating share exchange ratio was set, establishing the share consideration terms.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

schemes of arrangement, section 3(a)(10)
2 terms
schemes of arrangement regulatory
"Court-approved schemes of arrangement under Part 5.1"
A scheme of arrangement is a legally approved plan that lets a company reorganize ownership, merge with another business, or rearrange its debts after receiving backing from its shareholders and a court. For investors it matters because the approved plan can change who owns the company, alter share counts or rights, and affect future payments and risk — like a group decision, overseen by a referee, that reshapes value and payouts.
section 3(a)(10) regulatory
"exemption from registration under section 3(a)(10)"
A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Schemes expected to become effective October 27, 2026; new Critical Metals Corp shares expected to begin trading on Nasdaq November 6, 2026

NEW YORK, Oct. 26, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today announced that the Supreme Court of Western Australia (the “Court”) has approved the Company’s proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”).

Under the proposed transaction, Critical Metals Corp would acquire 100% of the issued share capital of European Lithium and all of European Lithium’s listed options by way of Court-approved schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth), comprising a scheme between European Lithium and its shareholders (the “Share Scheme”) and a scheme between European Lithium and the holders of its listed options (ASX: EUROC) (the “Option Scheme”, and together with the Share Scheme, the “Schemes”). The consideration payable under each Scheme is to be satisfied by the issue of new ordinary shares in Critical Metals Corp.

Court Approval

European Lithium has announced that on October 26, 2026, the Court made orders approving the Schemes. The approval follows the vote by European Lithium shareholders and option holders in favor of the Schemes on October 22, 2026.

Critical Metals Corp intends to rely on the Court’s approval of the Schemes to qualify for the exemption from registration under section 3(a)(10) of the U.S. Securities Act of 1933, as amended, in connection with the issue of new Critical Metals Corp shares under the Schemes.

Effective Date and Implementation

The Schemes will become legally effective once an office copy of the Court orders is lodged with the Australian Securities and Investments Commission, which European Lithium expects to do on October 27, 2026. Trading in European Lithium shares and options on the ASX is expected to be suspended from the close of trading that day.

The remaining key dates are expected to be:

  • October 27, 2026: Effective date and last day of trading of European Lithium shares and options on the ASX
  • October 29, 2026: Record date for entitlements to the scheme consideration
  • November 5, 2026: Implementation date, issue of new Critical Metals Corp shares to European Lithium securityholders
  • November 6, 2026: New Critical Metals Corp shares expected to begin trading on Nasdaq, and European Lithium removed from the ASX Official List

All dates refer to time in Perth, Western Australia, are indicative only and subject to change. Any changes will be announced by European Lithium on the ASX. For further details, including the full timetable and next steps, please refer to European Lithium’s announcement to the ASX, “Court Approval of Schemes,” dated October 26, 2026.

About Critical Metals Corp.

Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world's largest rare earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.

Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio.

With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.

For more information, please visit https://www.criticalmetalscorp.com/.

Cautionary Note Regarding Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations, including with respect to the proposed acquisition of European Lithium and the anticipated timetable for and implementation of the Schemes. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Critical Metals Corp.

Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com


FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the court approve for Critical Metals Corp’s European Lithium acquisition?

The Supreme Court of Western Australia approved schemes for Critical Metals Corp to acquire 100% of European Lithium’s issued shares and all its listed options. Consideration under both schemes is to be paid through newly issued Critical Metals ordinary shares.

When are Critical Metals Corp’s European Lithium acquisition schemes expected to take effect?

The schemes are expected to become effective on October 27, 2026, when European Lithium expects to lodge the court orders with the Australian Securities and Investments Commission. Implementation and share issuance are expected on November 5, with the new shares expected to begin Nasdaq trading on November 6. Dates are indicative, subject to change and stated in Perth time.

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