Critical Metals Corp. Completes Acquisition of European Lithium

European Lithium’s retained CRML shares have suspended voting and dividend rights and will be accounted for as treasury shares.

Rhea-AI Summary

Critical Metals (Nasdaq: CRML) completed its acquisition of European Lithium through court-approved schemes, making European Lithium a wholly owned subsidiary. Eligible holders received 0.045 new CRML shares per European Lithium share and 0.0353158621 new CRML shares per listed option. Critical Metals issued 90,539,994 new shares in connection with the acquisition, with 194,219,631 ordinary shares issued and outstanding immediately afterward.

European Lithium retains 45,536,338 CRML shares, whose voting and dividend rights are suspended; Critical Metals will account for them as treasury shares. Unlisted options and performance rights covered by cancellation deeds were canceled in exchange for new shares and warrants. Cash immediately after the transaction was approximately $264.5 million. The company expects the newly issued shares to begin Nasdaq trading on November 6, 2026.

2 points · 1 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

1 major · 2 points

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

Positive

• Major pointCompleted acquisition gives Critical Metals full ownership of European Lithium through court-approved schemes.
• Moderate pointApproximately $264.5 million cash balance was available immediately following the transaction.

Negative

• Major point90,539,994 new shares issued in connection with the acquisition dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.New warrants issued for canceled unlisted securities create potential additional dilution.

Argus 15 min delay 102 alerts

-12.75% vs previous close $5.56 last price 1.7x rel. volume Open Argus

Details

Market Reaction – CRML

$5.34 – $6.36 Day Range

$823.18M Mkt Cap at Last Price

On Nov 5, the day this news came out, the latest delayed price for CRML is 12.75% below the previous close. Our momentum scanner has recorded 102 alerts for this stock so far that day. The latest delayed price is $5.56. Relative volume is above average at 1.7x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Acquired ownership: 100% Share scheme ratio: 0.045 new shares per European Lithium share Option scheme ratio: 0.0353158621 new shares per European Lithium option +4 more

Acquired ownership

100%

European Lithium issued share capital and listed options

Share scheme ratio

0.045 new shares per European Lithium share

Consideration issued to eligible shareholders

Option scheme ratio

0.0353158621 new shares per European Lithium option

Consideration issued to eligible listed-option holders

New shares issued

90,539,994 shares

Issued in connection with the acquisition

Shares outstanding

194,219,631 shares

Immediately following the transaction

Shares with rights suspended

45,536,338 shares

Held by European Lithium; voting and dividend rights suspended

Nasdaq trading date

November 6, 2026

New shares issued to former European Lithium securityholders

Previous Acquisition Reports

5 past events · Latest: Oct 28

Same Type 5 events

1. Oct 28

   Option consideration confirmation

   24h Move

   -4.2%

   Confirmed the option exchange ratio and outlined the planned share issuance and Nasdaq trading.

2. Oct 27

   Acquisition effectiveness

   24h Move

   +27.4%

   The schemes became legally effective for the acquisition of all shares and listed options.

3. Oct 26

   Court approval

   24h Move

   +0.3%

   The Supreme Court of Western Australia approved the schemes for the European Lithium acquisition.

4. Oct 22

   Securityholder approval

   24h Move

   -6.8%

   European Lithium securityholders approved the share and option schemes, satisfying that approval condition.

5. Oct 21

   Share exchange ratio

   24h Move

   +3.8%

   Set the share scheme consideration at 0.045 Critical Metals shares per European Lithium share.

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, treasury shares, book-entry form

3 terms

schemes of arrangement regulatory

"by way of 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.

treasury shares financial

"will be accounted for by Critical Metals as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

book-entry form technical

"have been issued in book-entry form on the Company's register"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

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

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Newly issued shares to former European Lithium securityholders expected to begin trading on Nasdaq on November 6, 2026

NEW YORK, Nov. 05, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today announced the completion of its acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”). European Lithium is now a wholly owned subsidiary of Critical Metals Corp.

Critical Metals Corp acquired 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”).

Scheme Consideration

European Lithium has announced that the Schemes were implemented today and all European Lithium shares have been transferred to Critical Metals Corp. Eligible European Lithium securityholders have been issued:

• Share Scheme: 0.045 new Critical Metals Corp shares for each European Lithium share held at the record date
• Option Scheme: 0.0353158621 new Critical Metals Corp shares for each European Lithium option held at the record date

Entitlements were rounded in accordance with the scheme booklet dated September 15, 2026 (the “Scheme Booklet”).

In addition, European Lithium’s unlisted options and performance rights subject to security cancellation deeds have been canceled, and Critical Metals Corp has issued new shares and warrants to the relevant holders in consideration for the cancellation, as described in the Scheme Booklet.

As a result of the transaction, European Lithium became a wholly owned subsidiary of Critical Metals. Following the Transaction, European Lithium continues to hold the 45,536,338 Ordinary Shares that it acquired in February 2024, however all rights attaching to such Ordinary Shares, including voting and dividend rights, are suspended under the Company’s amended and restated memorandum and articles of association.

In total, Critical Metals Corp has issued 90,539,994 new shares in connection with the acquisition. Immediately following the transaction, including as a result of the suspension of rights held by European Lithium described above, there were 194,219,631 Ordinary Shares issued and outstanding. The Ordinary Shares held by European Lithium described above, which contain no voting and dividend rights, will be accounted for by Critical Metals as treasury shares. In addition, immediately following the transaction, Critical Metals Corp’s cash balance was approximately $264.5 million.

Trading on Nasdaq

The new Critical Metals Corp shares issued to former European Lithium securityholders have been issued in book-entry form on the Company’s register, maintained by Continental Stock Transfer & Trust Company, and are expected to begin trading on Nasdaq on Friday, November 6, 2026. The new shares cannot be traded on the ASX. The new shares are ordinary shares of the same class as the Company’s existing shares and will trade under the existing ticker, CRML. No action is required by existing Critical Metals Corp shareholders.

Delisting of European Lithium

Trading in European Lithium shares and options on the ASX was suspended from the close of trading on October 27, 2026. European Lithium has requested removal from the ASX Official List, which is expected to take effect on November 6, 2026 (Sydney time), and will then request delisting from the Frankfurt Stock Exchange and the OTCQB market in the United States.

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 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 European Lithium holders receive in the Critical Metals acquisition?

Eligible holders received 0.045 new CRML shares per European Lithium share and 0.0353158621 new CRML shares per listed option held at the record date. Entitlements were rounded in accordance with the scheme booklet dated September 15, 2026.

When can former European Lithium holders trade their new CRML shares?

The new shares are expected to begin trading on Nasdaq on November 6, 2026, under CRML. They cannot be traded on the ASX. The shares were issued in book-entry form and are the same ordinary share class as Critical Metals’ existing shares.

Do existing Critical Metals shareholders need to act following the European Lithium acquisition?

No action is required by existing Critical Metals shareholders following the acquisition.

What happens to European Lithium’s stock exchange listings after the Critical Metals acquisition?

European Lithium has requested removal from the ASX Official List, expected to take effect on November 6, 2026, Sydney time. Trading in its ASX shares and options was suspended from the close of trading on October 27, 2026. European Lithium will then request delisting from the Frankfurt Stock Exchange and the U.S. OTCQB market.