Critical Metals Corp. Acquisition of European Lithium Becomes Effective

European Lithium shares and options are expected to be suspended from ASX trading at the close on October 27.

Rhea-AI Summary

Critical Metals (Nasdaq: CRML) announced that court-approved schemes for its proposed acquisition of European Lithium have become legally effective. The transaction covers 100% of European Lithium’s issued share capital and all its listed options, with consideration paid in new Critical Metals ordinary shares. Court approval orders dated October 26, 2026 have been lodged with the Australian Securities and Investments Commission.

Eligible shareholders will receive 0.045 new Critical Metals shares per European Lithium share held at the October 29 record date. Listed options will be exercised cashlessly, with share consideration calculated under the scheme booklet’s formula. Implementation and delivery of consideration are expected on November 5, 2026, followed by Nasdaq trading of the new shares on November 6. These dates are indicative and subject to change.

1 point · 0 major

MixediHow this balance works

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.

How the balance worksHow Sentiment works

0 major · 2 points

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

Positive

• Moderate pointCourt-approved acquisition schemes are legally effective, advancing the acquisition of European Lithium’s entire share capital and listed options.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.0.045 new shares per European Lithium share will be issued as consideration, diluting existing Critical Metals holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Listed-option consideration adds new Critical Metals shares, calculated under the scheme booklet’s cashless-exercise formula.

Key Figures

Share exchange ratio: 0.045 new shares per European Lithium share Acquisition scope: 100% Option exchange-rate announcement: October 28, 2026 +3 more

Share exchange ratio

0.045 new shares per European Lithium share

Share Scheme consideration

Acquisition scope

100%

European Lithium issued share capital

Option exchange-rate announcement

October 28, 2026

Final number of new Critical Metals shares per option

Entitlement record date

October 29, 2026

Scheme consideration

Implementation date

November 5, 2026

Expected provision of scheme consideration

Expected Nasdaq trading start

November 6, 2026

New Critical Metals shares

Previous Acquisition Reports

1 past event · Latest: Oct 22

Same Type 1 event

1. Oct 22

   Securityholder approval

   24h Move

   -6.8%

   European Lithium securityholders approved the schemes; Western Australian court approval remained outstanding.

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, cashless basis, section 3(a)(10)

3 terms

schemes of arrangement regulatory

"the schemes of arrangement for its proposed acquisition"

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.

cashless basis financial

"each European Lithium option on issue at the record date will be exercised on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

section 3(a)(10) regulatory

"an exemption under section 3(a)(10) of the U.S. Securities Act"

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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Implementation expected November 5, 2026; new Critical Metals Corp shares expected to begin trading on Nasdaq November 6, 2026

NEW YORK, Oct. 27, 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 schemes of arrangement for its proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”) have become legally effective.

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.

Schemes Effective

European Lithium has announced that it has lodged with the Australian Securities and Investments Commission an office copy of the orders made by the Supreme Court of Western Australia (the “Court”) on October 26, 2026 approving the Schemes. Accordingly, the Share Scheme and the Option Scheme are now effective. European Lithium shares and options are expected to be suspended from trading on the ASX from the close of trading today.

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

Scheme Consideration

Under the Share Scheme, eligible European Lithium shareholders will receive 0.045 new Critical Metals Corp shares for each European Lithium share held at the record date, being the transaction ratio announced on October 21, 2026.

Under the Option Scheme, each European Lithium option on issue at the record date will be exercised on a cashless basis, and eligible optionholders will receive new Critical Metals Corp shares calculated in accordance with the formula set out in the scheme booklet dated September 15, 2026. European Lithium will announce the exchange rate and the final number of new Critical Metals Corp shares to be issued for each option on October 28, 2026.

Next Steps

The remaining key dates are expected to be:

• October 28, 2026: Announcement of the exchange rate and the number of new Critical Metals Corp shares to be issued for each European Lithium option
• October 29, 2026: Record date for entitlements to the scheme consideration
• November 5, 2026: Implementation date and provision of the scheme consideration 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
  
  

Dates for events in Australia refer to Perth time. All dates are indicative only and subject to change. Any changes will be announced by European Lithium on the ASX.

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.

When is Critical Metals’ acquisition of European Lithium expected to be implemented?

Implementation and delivery of the scheme consideration are expected on November 5, 2026. The new Critical Metals shares are expected to begin trading on Nasdaq on November 6, when European Lithium is also expected to be removed from the ASX Official List. The dates are indicative and subject to change.

What will European Lithium shareholders receive in the Critical Metals acquisition?

Eligible European Lithium shareholders will receive 0.045 new Critical Metals ordinary shares for each European Lithium share held at the October 29, 2026 record date. Dates for events in Australia refer to Perth time.

When will European Lithium optionholders learn their Critical Metals share entitlement?

European Lithium will announce the exchange rate and final number of new Critical Metals shares per option on October 28, 2026. Each option outstanding at the record date will be exercised on a cashless basis, with eligible holders’ share consideration calculated using the formula in the September 15, 2026 scheme booklet.