Critical Metals Corp. Announces Share Scheme Transaction Ratio for Acquisition of European Lithium
New ordinary shares would fund both schemes, with the shareholder exchange ratio set at the maximum permitted level.
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.
Rhea-AI Summary
Critical Metals (Nasdaq: CRML) set the share exchange ratio for its proposed acquisition of European Lithium at 0.045 new shares per target share.
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 ratio is the maximum permitted because the 20-trading-day average price through October 20 was at or below the US$8.00 floor; the ceiling was US$16.00. Consideration value will vary with Critical Metals’ share price and the AUD/USD exchange rate.
European Lithium securityholders vote on October 22, 2026. Implementation requires securityholder and Supreme Court of Western Australia approvals and satisfaction or waiver of remaining conditions. European Lithium expects final option consideration around October 28, 2026.
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.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed acquisition would bring 100% of European Lithium’s issued shares and all listed options into Critical Metals.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.New ordinary shares would dilute holders, with shareholders receiving 0.045 per European Lithium share, subject to rounding.
- Minor pointMaximum exchange ratio applies because the Scheme VWAP was at or below the US$8.00 floor.
- Minor pointSecurityholder and court approvals remain pending, alongside satisfaction or waiver of remaining conditions.
News Explained
For European Lithium’s listed options, consideration will be calculated under the Scheme Booklet’s cashless exercise formula, using the share scheme ratio, Scheme VWAP, and the
Key Figures
- Acquisition scope
- 100% of issued share capital
- Proposed acquisition of European Lithium; listed options are also included
- Share scheme ratio
- 0.045 new CRML shares per European Lithium share
- Subject to rounding and implementation of the Share Scheme
- Scheme VWAP bounds
- US$8.00 floor; US$16.00 ceiling
- Bounds used to determine the Share Scheme Transaction Ratio
- VWAP measurement period
- 20 consecutive trading days
- September 23 to October 20, 2026
- Option exercise price
- A$0.10
- Input to the cashless exercise formula for listed options
- Final option consideration
- On or around October 28, 2026
- European Lithium expects to announce the final Option Scheme consideration
- Scheme meetings
- October 22, 2026
- Securityholders are scheduled to vote on the Schemes
Previous Acquisition Reports
-
Replaced the fixed 0.035 ratio with a floating ratio capped at 0.045 and floored at 0.025.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
volume weighted average price financial
schemes of arrangement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
European Lithium securityholders to vote on the Schemes on October 22, 2026
NEW YORK, Oct. 21, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today provided an update on its proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”), ahead of the European Lithium securityholder meetings to be held on Thursday, October 22, 2026.
Under the proposed transaction, Critical Metals Corp would acquire
Share Scheme Transaction Ratio
European Lithium has announced that the Share Scheme Transaction Ratio, which sets the number of new Critical Metals Corp shares to be issued for each European Lithium share, has been determined in accordance with the terms of the Share Scheme set out in the scheme booklet released to the ASX on September 15, 2026 (the “Scheme Booklet”).
The ratio is set by reference to the average of the daily volume weighted average price of Critical Metals Corp shares on Nasdaq over the 20 consecutive trading days from September 23, 2026 to October 20, 2026 (the “Scheme VWAP”), subject to a floor price of US
As the Scheme VWAP is at or below the floor price, the Share Scheme Transaction Ratio is the maximum ratio set out in the Scheme Booklet.
Accordingly, subject to rounding, if the Share Scheme is implemented, European Lithium shareholders will receive 0.045 new Critical Metals Corp shares for each European Lithium share held at the record date. The value of the consideration will change with the Critical Metals Corp share price and the AUD/USD exchange rate.
Option Scheme Consideration
The consideration for European Lithium’s listed options will be calculated using the cashless exercise formula set out in the Scheme Booklet, by reference to the Share Scheme Transaction Ratio, the Scheme VWAP and the option exercise price of A
Securityholder Meetings and Next Steps
The general meeting and the meetings of European Lithium shareholders and optionholders to vote on the Schemes (the “Scheme Meetings”) will be held on Thursday, October 22, 2026 in West Leederville, Western Australia. European Lithium’s Independent Board Committee continues to recommend that European Lithium securityholders vote in favor of the Scheme relevant to them, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the relevant Scheme is in the best interests of those securityholders.
Subject to the approval of European Lithium securityholders, the approval of the Supreme Court of Western Australia (the “Court”), and the satisfaction or waiver of the remaining conditions precedent.
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 is Critical Metals’ exchange ratio for the European Lithium acquisition?
If the Share Scheme is implemented, European Lithium shareholders will receive 0.045 new Critical Metals shares for each European Lithium share held at the record date, subject to rounding. The consideration’s value will change with Critical Metals’ share price and the AUD/USD exchange rate.
How will Critical Metals calculate consideration for European Lithium’s listed options?
Listed-option consideration will use the cashless exercise formula in the scheme booklet, referencing the Share Scheme Transaction Ratio, the Scheme VWAP and the A$0.10 option exercise price. European Lithium expects to announce the final consideration on or around October 28, 2026.
Does European Lithium’s independent board committee support the Critical Metals acquisition?
European Lithium’s Independent Board Committee continues to recommend voting in favor of the relevant scheme, in the absence of a superior proposal. Its recommendation also depends on the independent expert continuing to conclude that the relevant scheme is in those securityholders’ best interests.